RALSTON PURINA CO
8-K, 1999-01-26
GRAIN MILL PRODUCTS
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                       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:  January 26, 1999

                             RALSTON PURINA COMPANY
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             MISSOURI                1-4582             No. 43-0470580
    ----------------------------------------------------------------------
        (State or Other          (Commission           (IRS Employer
         Jurisdiction of          File Number)      Identification Number)
          Incorporation)

     CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI                    63164
   -----------------------------------------------------------------------
      (Address of Principal Executive Offices)                (Zip  Code)

                                 (314) 982-1000
                               -------------------
              (Registrant's telephone number, including area code)



<PAGE>
Item  5.    Other  Events

             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
          PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
                                      1995

     Ralston  Purina  Company and its representatives may from time to time make
written  or verbal statements, including statements regarding its businesses and
their  respective  markets,  projections  of  future  performance, statements of
management's plans and objectives, forecasts of market trends and other matters,
which to the extent they are not historical fact, may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.    Such  statements  may  be  contained  in the Company's filings with the
Securities  and  Exchange  Commission,  press  releases,  and  written  or  oral
presentations  made  by  representatives  of  the  Company  to  analysts, rating
agencies,  shareholders,  news  organizations  and  others.  No assurance can be
given  that  the  results in any forward-looking statements will be achieved and
actual  results  could be affected by one or more factors which could cause them
to  differ materially.  Therefore, the Company wishes to ensure that any written
or  oral forward-looking statements made by it or on its behalf, are accompanied
by,  or  referenced to, meaningful cautionary statements in order to maximize to
the  fullest  extent  possible the protections of the safe harbor established in
the  Private  Securities  Litigation  Reform  Act  of  1995.

     All  forward-looking  statements  made  by  or on behalf of the Company are
hereby  qualified  in  their  entirety  by  reference to the following important
factors,  among  others,  that  could  affect the Company's businesses and cause
actual  results  to differ materially from those projected.  Any forward-looking
statement  speaks  only  as of the date on which such statement is made, and the
Company  undertakes  no obligation to update such statement to reflect events or
circumstances  arising  after  such  date.

     General  Business  Considerations
     ---------------------------------

     The  Company's  financial  results can be significantly affected by general
economic  conditions,  inflationary  pressures,  high labor costs and unforeseen
changes  in  consumer  demand  or buying patterns.  Potential limitations on the
Company's  ability  to  generate  sufficient  internal cash flows, interest rate
fluctuations  and  other  capital  market  conditions  may negatively affect the
Company's ability to support capital expansion plans, share repurchase programs,
general  operations and research and development and advertising and promotional
activities.   Changes in accounting standards applicable to the Company may also
have  a  negative  impact on its results of operations.  Uncertainty surrounding
possible  political  candidates  and  elections  in  the  year  2000,  and other
political  uncertainties,  including the effects of the impeachment of President
Clinton,  may  have  a  negative impact on economic conditions, and the economic
crisis in the Asia Pacific and Latin American regions may result in a decline in
economic  growth  in  the  United  States.


<PAGE>
     Raw  Materials
     --------------

     Volatility  in  the  market  prices  of commodities and other raw materials
utilized  by  the  Company  may  negatively  impact  the  Company's  results  of
operations,  particularly if increases in such market prices cannot be passed on
by  increases  in  the  prices  of the Company's products.  Although the Company
tries  to limit its exposure to changes in such market prices by hedging certain
of its ingredient requirements, there can be no assurance that such efforts will
be  effective.

     Competition
     -----------

     The  Company's  businesses  face intense product and price competition from
other  global  as  well  as  regional  and  local  manufacturers.  To the extent
competitors  are  better  able  to manage expenses, whether by sourcing of lower
cost  raw  materials, lower labor or other operating expenses, or local currency
advantages,  they could subject the Company to adverse pricing pressures.  Other
competitive  pressures,  including,  but not limited to, the introduction of new
technologies, industry consolidation, large-scale advertising or sales promotion
campaigns,  consolidation  of  retailers  and  retail  pressure from large-scale
buyers  may  affect  the Company's ability to gain or maintain share of sales in
certain  markets,  and  may  materially  affect  operating  results.    Sales
reorganization  activities  or  changes  in  promotional  policies may result in
confusion or alienation among significant customers, which could have a negative
impact  on sales.  The sales decline of rechargeable batteries could continue as
lower-priced  foreign  competitors  increase  their share of that market and new
technologies  emerge.

     Foreign  Sales
     --------------

     A  significant  portion  of  the  Company's  revenues  are  generated  from
international business operations.  Changes in trade or monetary policies, rates
of  taxation  or  tariffs  and  regulatory requirements of the United States and
other  nations,  as well as political, economic or social instability in certain
regions may affect the Company's international businesses.  For the past several
years, negative economic and competitive conditions in Europe have significantly
affected  battery  product  operations  in that region, and more recent economic
upheavals  in the Asia Pacific and Latin American regions, along with associated
currency  devaluations,  have  had  a  negative effect on profitability in those
areas.  Concerns associated with animal diseases such as BSE may affect sales of
pet  products.    Hyperinflationary conditions and exchange rate fluctuations in
particular  countries  may  also  affect  the  Company's  overall  financial
performance.    The  Company's  plans  to  address  issues  involved  with  the
introduction  of  the  Euro  throughout  the European Union may be inadequate to
address the complex impact of that introduction, and may be affected by economic
or  political  instability  associated  with  the  introduction.

     Year  2000  Readiness
     ---------------------

     The  Company  has  developed  plans  and  projects  to  achieve  Year  2000
readiness.    The  evaluation  and  remediation  process  which  the Company has
implemented  may  not be sufficiently timely or thorough to avoid major business
interruptions,  given  the  difficulty,  in particular, of dealing with imbedded
chip  technologies.  The remaining expenditures necessary to complete such plans
and  projects  may  be  more significant than the Company currently anticipates.
Because  of  the  Company's  inability  to  fully determine the readiness of all
critical  suppliers  and customers as well as governmental agencies, the failure
of  any  of  such parties to achieve Year 2000 readiness may be more significant
than  the  Company  presently  projects.

     Legal  and  Administrative  Matters
     -----------------------------------

     Although  no significant litigation is now pending or threatened, legal and
administrative proceedings related to the operation of the Company's businesses,
including  product liability claims, environmental claims and employment claims,
may  be  brought  in  the  future,  which  could be adverse to the Company.  The
Company  maintains  internal  controls  and  compliance  programs  to  prevent
violations  which  could give rise to such claims, but there can be no assurance
that  such  controls  will be effective.  In addition, new laws and regulations,
policies  on  enforcement,  or  judicial  and  administrative interpretations of
existing  laws  or  regulations,  may  have  an  adverse impact on the Company's
results  of  operations.

     Restructuring  Activities
     -------------------------

     The  Company  has  announced  plans  to  close  various  battery production
facilities  and consolidate production capacity in remaining facilities, and has
recorded  provisions for restructuring which have reduced current earnings.  The
recorded  provisions  may not be sufficient to cover unanticipated expense which
may  be  generated  by such restructuring, and additional charges may have to be
recorded.  The Company may also be unable to realize the cost reductions and tax
and  other  benefits  it  anticipates  from  such  restructuring.    Significant
additional  expenses  or  failure to achieve anticipated benefits resulting from
such  restructuring  may  have  an  adverse  effect on future financial results.

     Company  Investments
     --------------------

     In  July of 1995, upon the sale of the Company's Continental Baking Company
subsidiary,  the  Company  acquired  approximately 47% of the outstanding common
stock  of  Interstate Bakeries Corporation, which the Company accounts for under
the  equity  method  of  accounting.  The Company is required, by agreement with
Interstate,  to  dispose of all but 14.9% of the outstanding Interstate Stock by
July  of  2000.  In December of 1997, upon the sale of its international protein
technologies business, the Company acquired approximately 22.5 million shares of
the  outstanding common stock of E.I. duPont de Nemours and Company.  The market
prices  of  both  the  Interstate  Stock  and  the  DuPont  Stock have generally
increased  since  their  acquisition,  although such prices have been subject to
market  fluctuations.    There  can be no assurance that the past performance of
these  investments  will continue, nor that the Company will realize any gain in
the  value  of  such  investments  at the time it elects to divest its shares of
Interstate  Stock  or  DuPont  Stock.    The  Company may also incur significant
capital  gains  tax  upon  their  divestiture.


<PAGE>
     Summary
     -------

     The  foregoing  list  of  potential risk factors is not exhaustive, and new
factors  may  emerge  which could significantly impact the Company's businesses.
Such  additional  factors, including, but not limited to, factors discussed from
time  to  time  in  the Company's reports filed with the Securities and Exchange
Commission,  could  also  affect  the  Company's  actual results and cause those
results  to  differ  materially  from  those  expressed  in  any forward-looking
statements  issued  by the Company or its representatives.  It is impossible for
the  Company's  management  to  predict  such  factors, or the likelihood of the
factors  listed  above,  and  therefore forward-looking statements should not be
relied  upon  as  a  prediction  of  actual  future  results.



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 M. Neville
James  M.  Neville
Vice  President  and  General  Counsel

Dated:  January  26,  1999





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