<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RALSTON PURINA COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MISSOURI 43-0470580
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
TEL. (314) 982-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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J.M. NEVILLE, VICE PRESIDENT AND GENERAL COUNSEL
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
TEL. (314) 982-1266
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF AGENT FOR SERVICE)
COPIES TO:
JOHN P. DENNEEN, ESQ. RAYMOND W. WAGNER, ESQ.
BRYAN CAVE LLP SIMPSON THACHER & BARTLETT
ONE METROPOLITAN SQUARE 425 LEXINGTON AVENUE
211 NORTH BROADWAY NEW YORK, NEW YORK 10017
ST. LOUIS, MISSOURI 63102 (212) 455-2568
(314) 259-2265
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-27959
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Exchangeable Notes due 2000............... $79,953,687.50 100% $79,953,687.50 $24,228.39
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</TABLE>
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS REGISTRATION STATEMENT IS BEING FILED TO REGISTER $80,000,000 AGGREGATE
PRINCIPAL AMOUNT OF RALSTON PURINA COMPANY 7.0% EXCHANGEABLE NOTES DUE 2000--
STOCK APPRECIATION INCOME LINKED SECURITIES ("SAILS"), WHICH WILL BE ISSUED BY
RALSTON PURINA COMPANY, A MISSOURI CORPORATION ("REGISTRANT") PURSUANT TO RULE
462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE INFORMATION IN THE
REGISTRANT'S EARLIER EFFECTIVE REGISTRATION STATEMENT (REGISTRATION NO. 333-
27959) IS INCORPORATED HEREIN BY REFERENCE.
The required opinions and consents are listed on the Exhibit Index attached
hereto and filed herewith.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF ST. LOUIS, STATE OF MISSOURI, ON
JULY 23, 1997.
Ralston Purina Company
/s/ James R. Elsesser
By:__________________________________
James R. Elsesser
Vice President and
Chief Financial Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints W. P. Stiritz, J. R. Elsesser, J. M. Neville
and R. D. Winney, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do, or cause to
be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JULY 23, 1997 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ William P. Stiritz Chairman of the Board, Chief
___________________________________________ Executive Officer, and Director
William P. Stiritz
/s/ James R. Elsesser Vice President and Chief Financial Officer
___________________________________________
James R. Elsesser
/s/ Anita M. Wray Vice President and Controller
___________________________________________
Anita M. Wray
/s/ David R. Banks Director
___________________________________________
David R. Banks
/s/ John H. Biggs Director
___________________________________________
John H. Biggs
/s/ Donald Danforth, Jr. Director
___________________________________________
Donald Danforth, Jr.
/s/ William H. Danforth Director
___________________________________________
William H. Danforth
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ David C. Farrell Director
___________________________________________
David C. Farrell
/s/ M. Darrell Ingram Director
___________________________________________
M. Darrell Ingram
/s/ Richard A. Liddy Director
___________________________________________
Richard A. Liddy
/s/ John F. McDonnell Director
___________________________________________
John F. McDonnell
/s/ W. Patrick McGinnis Director
___________________________________________
W. Patrick McGinnis
/s/ J. Patrick Mulcahy Director
___________________________________________
J. Patrick Mulcahy
/s/ Katherine D. Ortega Director
___________________________________________
Katherine D. Ortega
</TABLE>
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of James M. Neville, Vice President and General Counsel
8 Opinion of Bryan Cave LLP as to certain tax matters
23(a) Consent of Price Waterhouse LLP
23(b) Consent of James M. Neville, Vice President and General Counsel (contained in Exhibit 5)
23(c) Consent of Bryan Cave LLP (included in Exhibit 8)
24 Powers of Attorney (included on signature page to registration statement)
99.1 Letter Agreement between Interstate Bakeries Corporation and Ralston Purina Company
dated July 22nd 1997
</TABLE>
3
<PAGE>
EXHIBIT 5
July 23, 1997
Board of Directors
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri 63102
Ladies and Gentlemen:
I am Vice President and General Counsel of Ralston Purina Company, a
Missouri corporation (the "Company"). This opinion is delivered in connection
with various legal matters relating to the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), pursuant to Rule 462(b) covering an offer of up to
$80 million additional Stock Appreciation Income Linked Securities ("SAILs")
described in the Company's Registration Statement on Form S-3, No. 333-27959
(the "Original Registration"). The SAILs are to be issued pursuant to an
Indenture, dated as of May 26,1995, as supplemented (the "Indenture"), between
the Company and The First National Bank of Chicago, as Trustee, which is filed
as an exhibit to the Original Registration Statement.
In connection herewith, I have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to my satisfaction of the Registration Statement, the
Indenture, the Restated Articles of Incorporation and By-laws of the Company,
proceedings of the Board of Directors of the Company and such other corporate
records, documents, certificates and instruments as I have deemed necessary or
appropriate in order to enable me to render the opinions expressed below. In
rendering this opinion, I have assumed the genuineness of all signatures on all
documents examined by me, the authenticity of all documents submitted to me as
originals and the conformity to authentic originals of all documents submitted
to me as certified or photostatted copies.
I express no opinion as to the applicability or effect of (i) any
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, or (ii) general principles
of equity including, without limitation, concepts of reasonableness,
materiality, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies, regardless
of whether enforceability is considered in a proceeding in equity or at law.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and limitations stated herein, I am of the opinion that:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Missouri; and
(2) The Registration Statement has been approved by the Board of
Directors, and the Indenture dated as of May 26, 1995 has been duly
authorized, executed and delivered and constitutes a valid and binding
obligation of the Company. Upon execution and delivery of the
Supplemental Indenture, the form of which has been filed as Exhibit
4(b) to the Original Registration Statement, it will also constitute a
valid and binding obligation of the Company.
(3) The SAILs will be valid and binding obligations of the Company when:
(i) the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended; and
(ii) duly executed and authenticated in accordance with the
provisions of the Indenture and duly delivered upon payment
therefor as described in the Prospectus included as part of the
Original Registration Statement;
This opinion is not rendered with respect to any laws other than The
General and Business Corporation Law of Missouri and the federal Laws of the
United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the Prospectus included as a part thereof. I also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and the sale of the SAILS. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act of the rules and regulations of
the Commission.
Very truly yours,
J. M. Neville
Vice President and General Counsel
<PAGE>
EXHIBIT 8
Opinion of Bryan Cave LLP as to certain tax matters
July 23, 1997
The Board of Directors
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri 63164-0001
Ladies and Gentlemen:
We have acted as special tax counsel to Ralston Purina Company, a Missouri
corporation (the "Company"), in connection with the registration of an offering
by the Company of up to $480,000,0000 of Stock Appreciation Income Linked
Securities ("SAILS"), exchangeable at maturity for shares of Interstate Bakeries
Corporation common stock, as described in the Prospectus (the "Prospectus")
included as a part of Amendment No. 3 to the Company's Registration Statement on
Form S-3 No. 333-27959 filed with the Securities and Exchange Commission
("Commission") on July 21, 1997, including the additional $80,000,000 of SAILS
registered pursuant to the Company's Registration Statement on Form S-3 filed
with the Commission on July 23, 1997 pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Rule 462(b) Registration Statement").
In connection therewith, you have requested our opinion with respect to the
summary of certain of the material federal income tax consequences of owning or
disposing of SAILS expressed in the Prospectus under the caption "Certain United
States Federal Income Tax Considerations".
In connection herewith, we have reviewed the Prospectus and we have
considered the applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), and Treasury Regulations promulgated thereunder by the
United States Treasury Department (the "Regulations"), pertinent judicial
decisions, rulings of the Internal Revenue Service (the "Service") and such
other authorities as we have considered relevant, in each case as in effect on
the date hereof (including certain regulations in proposed form as of the date
hereof). We have assumed that the Prospectus reflects all the facts material to
the SAILS and our opinion is expressly conditioned on, among other things, the
accuracy as of the date hereof of all of such facts. It should be noted that the
Code and Regulations and such judicial decisions, rulings and other authorities
are subject to change at any time and, in some circumstances, with retroactive
effect. A material change in any of the facts or authorities upon which the
views expressed herein are based could affect our conclusions herein.
<PAGE>
Ralston Purina Company
July 23, 1997
Page 2
Due to the absence of authority as to the proper characterization of
the SAILS, no assurance can be given that the Service will accept, or that a
court will uphold, the characterization and treatment of an investment in the
SAILS set forth in the Prospectus under the caption "Certain United States
Federal Income Tax Considerations." Accordingly, we can give no opinion with
respect to the specific tax consequences of owning or disposing of SAILS,
including the characterization of SAILS for U.S. Federal income tax purposes.
However, based solely upon and subject to the foregoing, we are of the opinion
that the conclusions of law expressed in the summary presented in the Prospectus
under the caption "Certain United States Federal Income Tax Considerations"
represent the opinion of Bryan Cave LLP.
Except as expressly set forth above, we express no other opinion. This
opinion is for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose except that we consent to the filing of
this opinion as Exhibit 8 of the Rule 462(b) Registration Statement and to the
reference to our firm under the caption "Legal Opinions" in the Prospectus
incorporated by reference as part thereof. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
BRYAN CAVE LLP
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated November 1, 1996, which appears on
page 27 of the Ralston Purina Company Annual Report to Shareholders 1996,
which is incorporated by reference in Ralston Purina Company's Annual Report
on Form 10-K for the years ended September 30, 1996. We also consent to the
reference to us under the heading "Experts" in Registration Statement No. 333-
27959.
Price Waterhouse LLP
St. Louis, Missouri
July 23, 1997
<PAGE>
[LETTERHEAD OF INTERSTATE BAKERIES CORPORATION]
Exhibit 99.1
July 22, 1997
Mr. James R. Elsesser
Vice President and Chief Financial Officer
Ralston Purina Company
Checkerboard Square - 15T
St. Louis, MO 63164
Dear Jim:
This letter is being sent to you to confirm our mutual agreement with
respect to the sale by Ralston Purina Company ("Ralston") of additional Stock
Appreciation Income Linked Securities ("SAILS"), which may be exchangeable at
maturity, at Ralston's option, for a number of shares of IBC Common Stock or
cash with an equivalent value. Ralston has registered the offering of the
SAILS pursuant to its Form S-3 Registration Statement No. 333-29759, filed May
29, 1997, and Interstate Bakeries Corporation ("IBC") has registered the
underlying shares of IBC Common Stock for which the SAILS may be exchanged on
its Form S-3 Registration Statement No. 333-27961, filed May 29, 1997.
Ralston has informed IBC that, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, it has elected to file a post-effective amendment to
its registration statement in order to register additional SAILS representing
20% of the $400,000,000 maximum aggregate offering price originally registered
(the "Additional SAILS"). This letter confirms that IBC consents to the
registration and offering of the Additional SAILS and hereby waives it rights,
under Section 4.1 of the Shareholder Agreement (the "Agreement") between
Ralston, VCS Holding Company and IBC dated July 22, 1995, to acquire the shares
of IBC Common Stock which will become exchangeable for the Additional SAILS, to
the extent that such shares of IBC Common Stock are actually exchanged for the
Additional SAILS at maturity.
IBC also agrees to post-effectively amend, at its own expense, its
registration statement, in order to register the shares of IBC Common Stock
which will be exchangeable for the Additional SAILS. The offering of the SAILS,
including the offering of the Additional SAILS, shall be deemed to be the
exercise of a single Demand Registration under the Agreement. The side letters
dated June 19, 1997 and July 3, 1997 regarding the payment of fees, costs and
expenses of the SAILS shall be deemed to apply to the Additional SAILS,
provided, however, that Ralston agrees to pay the SEC filing fees with respect
to both the Additional SAILS and the IBC Common Stock subject to the Additional
SAILS.
<PAGE>
Mr. James R. Elsesser
July 22, 1997
Page 2
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter where indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
---------------------------------
Ray Sandy Sutton
Vice President
RALSTON PURINA COMPANY
By: /s/ James R. Elsesser
------------------------------------------
James R. Elsesser
Vice President and Chief Financial Officer
cc: James M. Neville, Esq.
General Counsel
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
Paul E. Yarick
Vice President and Treasurer
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
