UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
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Under the Securities Exchange Act of 1934
RALSTON PURINA COMPANY
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(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.
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(Title of Class of Securities)
751 277 302 (RAL Stock)
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(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 SSN or IRS 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:
1,666,584 shares of RAL Stock allocated to participant accounts under the
Plan and 2,500,890 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:
3,397,589 shares of RAL Stock and 2,500,890 shares of ESOP Stock
convertible into 5,727,038 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:
8.1% of outstanding RAL Stock and RAL Stock convertible from ESOP
Stock (in the aggregate).
12. TYPE OF REPORTING PERSON:
EP
SCHEDULE 13G
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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),
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check whether the person filing is a:
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(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
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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
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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.
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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
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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
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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.
<PAGE>
Item 9. Notice of Dissolution of Group
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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
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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: March 9, 1998
Signature:
_________________________________
C. S. Sommer
Ralston Purina Employee Benefit
Asset Investment Committee
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