As filed with the Securities and Exchange
Commission on December 6, 1999 Registration No. ___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
------------------------------
RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0470580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Checkerboard Square, St. Louis, MO 63164
(Address of principal executive offices) (Zip Code)
RALSTON PURINA COMPANY
STOCK PURCHASE PLAN
(Full title of the plan)
------------------------------------------
J.M. Neville, Esq., Vice President and General Counsel
RALSTON PURINA COMPANY
Checkerboard Square
St. Louis, Missouri 63164
(Name and address of agent for service)
Telephone number of agent for service: 314-982-1266
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of securities. Amount to be Offering price Aggregate Registration
being registered . . Registered per share (a) offering price fee
Ralston Purina
Common Stock
$.10 par value . . . 100,000 $ 29.156 $ 2,915,600 $ 810.54
shares . . .
</TABLE>
(a) The average of the high and low prices of the Common Stock as reported on
the New York Stock Exchange on December 2, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 1-4582) by
Ralston Purina Company (hereinafter "the Company") are incorporated by
reference:
(i) Annual Report on Form 10-K for the year ended September 30, 1998.
(ii) Quarterly Reports on Form 10-Q for the periods ended December 31,
1998, March 31, 1999, and June 30, 1999.
(iii) Current Reports on Form 8-K dated January 26, 1999, and June 10,
1999.
(iv) The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement dated as
of March 28, 1996, and amended May 28, 1998 between the Registrant and Norwest
Bank, N.A., as successor to Boatmen's Trust Company as Rights Agent, contained
in the Registrant's Form 8-A Registration Statements under the Securities
Exchange Act of 1934, filed on June 7, 1993, as amended June 11, 1993, and on
March 29, 1996, as amended January 21, 1999, including any amendments or reports
filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicated that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the securities and obligations being
registered has been passed upon for the Company by J.M. Neville, Vice President
and General Counsel for the Company. Mr. Neville is paid a salary by the
Company and participates in various employee benefit plans offered to employees
generally, as well as in plans offered to a limited number of key employees. At
October 31, 1999, Mr. Neville was the beneficial owner of 79,455 shares of the
Registrant's common stock, and options to purchase 436,611 additional shares of
common stock. Additionally, as of October 31, 1999, 14,430.248 shares of the
Registrant's common stock were allocated to Mr. Neville's accounts under the
Ralston Purina Company Savings Investment Plan.
The financial statements incorporated in this Registration Statement by
reference to the Company's Annual Report on Form 10-K for the year ended
September 30, 1998, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountant, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers has
served as independent accountant to the Registrant since 1955, and has no equity
or other interest in Registrant.
Item 6. Indemnification of Directors and Officers.
Under the terms of Section 351.355 of the Missouri G.B.C.L. and the
Registrant's Restated Articles of Incorporation, Registrant must indemnify any
person who is or was a director, officer or employee of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any and all expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with any civil, criminal, administrative or investigative action,
proceeding or claim (including an action by or in the right of the Registrant)
by reason of the fact that he is or was serving in such capacity, provided that
such person's conduct is not finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. As permitted by the Registrant's
Restated Articles, the Registrant has entered into contracts with each of its
directors and corporate officers guaranteeing the indemnification provisions
stated in the Restated Articles and providing for advancement to such
individuals of legal fees and other expenses necessary in defending against such
actions, proceedings or claims.
The Registrant has directors' and officers' insurance which protects each
director or officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals than may be required by the provisions of the Registrant's Restated
Articles of Incorporation.
The foregoing represents a summary of the general effect of Missouri law
and the Registrant's Restated Articles of Incorporation for purposes of general
description only. Additional information regarding indemnification of directors
and officers can be found in Section 351.355 of the Missouri G.B.C.L., the
Registrant's Restated Articles of Incorporation and its pertinent insurance
contracts.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 4.1 Ralston Purina Company Stock Purchase Plan, as amended
January 1, 2000 attached hereto.
Exhibit 5 Opinion of James M. Neville, Vice President and General
Counsel of the Company attached hereto.
Exhibit 23 Consent of Independent Certified Public Accountants attached
hereto.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the Registration Statement;
(iii) to include any material information with respect to the plan or
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be required with respect to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that it is the opinion of the Securities and Exchange
Commission that such indemnification is against public policy as expressed in
the Securities Act of 1933, and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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, Missouri, as of the 6th day of
December, 1999.
RALSTON PURINA COMPANY
By: /s/ W.P. McGinnis
-------------------
W.P. McGinnis
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Neville, W. P. McGinnis, and Nancy E.
Hamilton, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities described as of December 6, 1999.
SIGNATURE TITLE
- --------- -----
/s/ William P. Stiritz Chairman of the Board
- --------------------------------
William P. Stiritz
/s/ W. P. McGinnis Director and Chief Executive
- ------------------------------- Officer and President
W. P. McGinnis
/s/ James R. Elsesser Vice President, Chief
- ------------------------------- Financial Officer and Treasurer
James R. Elsesser
/s/ Anita M. Wray 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
/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/ J. P. Mulcahy Director
- -------------------------------
J. P. Mulcahy
/s/ Katherine D. Ortega Director
- -------------------------------
Katherine D. Ortega
/s/ Ronald L. Thompson Director
- ------------------------------
Ronald L. Thompson
EXHIBIT 5
---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ralston Purina Company Stock Purchase Plan
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission in respect of 100,000 shares of Ralston Purina Common Stock
(the "Shares") which will be offered to employees of Ralston Purina Company
("Ralston") under the terms of the Ralston Purina Company Stock Purchase Plan
(the "Stock Purchase Plan").
I am a member of the bar of the State of Missouri and I serve as Vice
President and General Counsel of Ralston. In that capacity, I, or lawyers in
the Ralston Law Department acting under my supervision, have examined the
written documents constituting the Stock Purchase Plan and such other documents
and corporate records as I, or they, have deemed necessary or appropriate for
the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
(1) Ralston is duly incorporated and validly existing as a corporation
under the laws of the State of Missouri.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Shares being registered pursuant to the Registration Statement,
and all such Shares issued in accordance with the Stock Purchase Plan will be
legally issued, fully paid and non-assessable when the Registration Statement
shall have become effective and Ralston shall have received therefor the
consideration provided in the Plan.
(3) The Stock Purchase Plan is not subject to any provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to a reference to me and this opinion in
the documents constituting a prospectus relating to the Stock Purchase Plan and
meeting the requirements of the Securities Act of 1933, as amended.
Very truly yours,
/s/ James M. Neville
James M. Neville
Vice President and General Counsel
EXHIBIT 4.1
-----------
RALSTON PURINA COMPANY
STOCK PURCHASE PLAN
AMENDED EFFECTIVE JANUARY 1, 2000
<PAGE>
TABLE OF CONTENTS
A. PURPOSE OF PLAN 1
B. DEFINITIONS 1
B-1 Board of Directors
B-2 Common Stock
B-3 Company
B-4 Compensation
B-5 Delegate
B-6 Eligible Employee
B-7 Employer's Contribution
B-8 HR Committee
B-9 Participant
B-10 Participant's Contribution
B-11 Plan
B-12 Plan Administrator
B-13 Plan Sponsor
B-14 Stock Purchase Account
B-15 Subsidiary
C. ELIGIBILITY 2
D. PARTICIPATION 2
D-1 Participating
D-2 Eligible Participant Contributions
D-3 Stock Purchase Account
D-4 Suspending and Renewing Participation
D-5 Maximum Common Stock Holdings
E. STOCK PURCHASE ACCOUNTS 3
E-1 Participant's Contribution
E-2 Interest
E-3 Employer's Contribution
E-4 Purchase of Common Stock
E-5 Purchasing Procedures
E-6 Common Stock Held in Nominee Name
E-7 Vesting in Participant's and Employer's
Contribution
E-8 Vesting in Dividends
F. WITHDRAWALS FROM STOCK PURCHASE ACCOUNTS 4
F-1 Vested Account
F-2 Non-Vested Account
F-3 Involuntary Suspension of Participation for
Certain Withdrawals
F-4 Effect of Termination of Employment
F-5 Withdrawals by Beneficiary
F-6 Withdrawal Procedures
G. RIGHTS AS A COMMON STOCK SHAREHOLDER 6
G-1 Cash Dividends
G-2 Non-Cash Dividends
G-3 Voting Shares
G-4 Tender Offers
G-5 Stock Certificates
H. MISCELLANEOUS 7
H-1 Plan Statements
H-2 No Right to Employment
H-3 Beneficiary Designation
H-4 Amendments to the Plan
H-5 Administration of the Plan
H-6 Governing Law
H-7 Successors
H-8 Transferability
H-9 Notices
H-10 Expenses
H-11 Taxes
H-12 Headings
H-13 Effective Date
<PAGE>
RALSTON PURINA COMPANY STOCK PURCHASE PLAN
WHEREAS, Ralston Purina Company previously established the Ralston Purina
Company Stock Purchase Plan (the "Plan") to provide eligible employees the
ability to purchase the Company's Common Stock through payroll deduction; and
WHEREAS, Ralston Purina Company wishes to amend and restate the Plan to
make necessary clarifications and amendments.
NOW, THEREFORE, resolved that the Plan is hereby amended and restated in
its entirety effective January 1, 2000.
<PAGE>
1
A. PURPOSE OF PLAN
The purpose of the Ralston Purina Company Stock Purchase Plan is to enable
eligible employees to conveniently acquire shares of the Company's Common Stock
through payroll deduction.
B. DEFINITIONS
B-1 - BOARD OF DIRECTORS: The "Board of Directors" shall mean the Board of
--------------------
Directors of the Company.
B-2 - COMMON STOCK: "Common Stock" shall mean the $.10 par value Common Stock
------------
of the Company and, at the discretion of the Board of Directors, any other
authorized class or series of common stock issued as a result of any stock
split, stock dividend, reverse stock split or other recapitalization or merger
of the Company.
B-3 - COMPANY: The "Company" shall mean Ralston Purina Company, a Missouri
-------
corporation.
B-4 - COMPENSATION: "Compensation" shall mean the gross cash compensation
------------
(including wages, salary and overtime earnings) paid by the Company or any
Subsidiary to a Participant in the Plan in accordance with his or her terms of
employment, but excluding all bonus payments, expense allowances, incentive
payments, stock awards and any other compensation paid to the Participant in a
form other than cash.
B-5 - DELEGATE: A "Delegate" shall mean a bank, broker, financial institution
--------
or other independent entity appointed by the Plan Administrator to aid in the
administration of the Plan.
B-6 - ELIGIBLE EMPLOYEE: An "Eligible Employee" shall mean any person who is
------------------
employed by a division of the Company or a Subsidiary that offers the Plan to
its employees and who has completed three (3) months of continuous employment.
Continuous employment shall be determined from the employee's most recent date
of hire.
B-7 - EMPLOYER'S CONTRIBUTION: The "Employer's Contribution" shall mean the
------------------------
amount paid by the employer to the Participant's Stock Purchase Account.
B-8 - HR COMMITTEE: The "HR Committee" shall mean the Human Resources Committee
------------
of the Board of Directors, or such successor committee appointed by the Board of
Directors having responsibilities over Company sponsored benefit plans.
B-9 - PARTICIPANT: A "Participant" shall mean an Eligible Employee who elects
-----------
to participate in the Plan.
B-10 - PARTICIPANT'S CONTRIBUTION: The "Participant's Contribution" shall mean
--------------------------
all amounts withheld by payroll deductions and credited pursuant to the Plan to
the Stock Purchase Account of the Participant.
B-11 - PLAN: The "Plan" shall mean the Ralston Purina Company Stock Purchase
----
Plan.
B-12 - PLAN ADMINISTRATOR: The "Plan Administrator" shall mean the corporation
------------------
or other entity appointed by the HR Committee to administer the Plan.
B-13 - PLAN SPONSOR: The "Plan Sponsor" shall mean the Company.
-------------
B-14 - STOCK PURCHASE ACCOUNT: "Stock Purchase Account" shall mean the
------------------------
account established in the Participant's name to hold the Participant's
Contribution, the Employer's Contribution, and all Common Stock purchased with
such contributions.
B-15 - SUBSIDIARY: "Subsidiary" shall mean any corporation whose stock is
----------
wholly owned by the Company or wholly owned by another Subsidiary of the
Company.
C. ELIGIBILITY
The HR Committee may designate as Eligible Employees to participate in the Plan
the employees of a division of the Company or the employees of a Subsidiary.
Notwithstanding the above, however, no member of the Board of Directors or any
officer of the Company may participate in the Plan.
D. PARTICIPATION
D-1 - PARTICIPATING: Each Eligible Employee may become a Participant in the
-------------
Plan by executing a salary withholding authorization form for payroll
deductions, and delivering such form to the appropriate human resources or
payroll office designated by the Plan Administrator. Effective as of the
beginning of each month, a Participant may increase or decrease the amount of
the Participant's Contributions, provided the appropriate human resources or
payroll office receives sufficient advanced notice to make the necessary changes
in the payroll deduction system, and the Participant completes such forms as are
required by the Plan Administrator or its Delegate.
D-2 - ELIGIBLE PARTICIPANT CONTRIBUTIONS: The Participant shall elect to have
----------------------------------
payroll deductions made for each pay period in an amount not less than $15.00
(CAN) ($10.00 U.S.), but not exceeding a maximum of $600.00 (CAN) ($400.00
U.S.), or eight percent (8%) of Compensation during a calendar month, whichever
is less. A Participant's payroll deductions will be discontinued at such time
as the Participant's Contributions made during the calendar month equal the
maximum amount allowed.
D-3 - STOCK PURCHASE ACCOUNT: The Participant's Contribution shall be credited
----------------------
to a Stock Purchase Account established in the Participant's name by the Plan
Administrator or its Delegate.
D-4 - SUSPENDING AND RENEWING PARTICIPATION: A Participant may suspend the
----------------------------------------
Participant's Contribution at any time by giving written notice to the Plan
Administrator at the appropriate human resources or payroll office. Payroll
deductions will be discontinued as of the beginning of the next month provided
the appropriate human resources or payroll office receives sufficient advanced
notice to make the changes in the payroll deduction system. Participant
Contributions accumulated by the Plan prior to the suspension will be applied
toward purchasing full shares of Common Stock. Any Participant that has
suspended participation may resume participation if still an Eligible Employee
at the beginning of any subsequent calendar quarter by giving written notice to
the Plan Administrator at the appropriate human resources or payroll office.
Payroll deductions will commence at the beginning of such calendar quarter
provided that the appropriate human resources or payroll office receives
sufficient advanced notice to make the necessary changes in the payroll
deduction system. To suspend or resume participation in the Plan, the
Participant shall also be required to complete such forms as are designated by
the Plan Administrator or its Delegate. A Participant may be involuntarily
suspended from participation in the Plan in accordance with paragraph F-3 below.
D-5 - MAXIMUM COMMON STOCK HOLDINGS: No Participant shall be permitted to
--------------------------------
purchase shares of Common Stock under the Plan if, immediately after the
purchase, such Participant would beneficially own, and/or hold outstanding
options to purchase, shares of Common Stock constituting five-percent (5%) or
more of the outstanding shares of Common Stock.
E. STOCK PURCHASE ACCOUNTS
E-1 - PARTICIPANT'S CONTRIBUTION: The Participant's Stock Purchase Account will
--------------------------
be credited with the Participant's Contributions.
E-2 - INTEREST: No interest shall be paid or credited on any cash held in a
--------
Participant's Stock Purchase Account, whether such cash is held pending
acquisition of shares of Common Stock or pending distribution to the
Participant, or his or her beneficiary if applicable.
E-3 - EMPLOYER'S CONTRIBUTION: At the time that a Participant's Contribution
------------------------
is credited to the Participant's Stock Purchase Account, an Employer's
Contribution shall also be credited to the Participant's Stock Purchase Account
in an amount equal to twenty-five percent (25%) of the Participant's
Contribution. Withholding taxes for all Employer Contributions made to a
Participant's Stock Purchase Account, if required, will be withheld from the
Participant's regular Compensation.
E-4 - PURCHASE OF COMMON STOCK: As soon as practicable after the end of each
-------------------------
month, the Participant's Contribution and the Employer's Contribution for that
month, and any other cash credited to a Participant's Stock Purchase Account,
shall be used to acquire shares of Common Stock. The whole and fractional
shares of Common Stock so purchased shall be credited to the Participant's Stock
Purchase Account. The purchase of the Common Stock shall be made by a Delegate
appointed by the Plan Administrator that is not affiliated with the Company or
the Plan Administrator.
E-5 - PURCHASING PROCEDURES: Purchases may be made on any securities exchange
---------------------
where shares of the Common Stock are traded, or in the over-the-counter market,
and may be subject to such terms of price and delivery to which the Delegate may
agree. The amount charged to each Participant's Stock Purchase Account for the
purchase of the Common Stock shall be the average cost per share of the Common
Stock purchased for all Participants for such month. The Company shall have no
authority or power to direct the time or the price at which shares of Common
Stock shall be purchased for the Plan; provided, however, that the Company may
direct that the purchasing of Common Stock be suspended if it determines that
such action may violate, or be perceived as violating, any applicable law.
E-6 - COMMON STOCK HELD IN NOMINEE NAME: The Plan Administrator or its Delegate
---------------------------------
shall hold the total shares of Common Stock purchased for all Participants in
the name of a nominee, and neither the Company, the Plan Administrator nor any
Delegate will have any responsibility for the value of the Common Stock after
the purchase of the Common Stock. Following the purchase of the Common Stock,
each Participant's Stock Purchase Account shall be credited with the number of
whole or fractional shares of Common Stock purchased with the funds from such
Stock Purchase Account.
E-7 - VESTING IN PARTICIPANT'S AND EMPLOYER'S CONTRIBUTION: A Participant shall
----------------------------------------------------
be vested at all times in all Participant Contributions, including any Common
Stock purchased with such contributions. A Participant shall not have a vested
interest in the Employer's Contribution, or the whole or fractional shares of
Common Stock purchased with the Employer's Contribution, until twelve (12)
calendar months after the Employer's Contribution is made. The Employer's
Contribution, including the whole or fractional shares of Common Stock purchased
with the Employer's Contribution, shall vest prior to the twelve (12) month
period upon, (i) the Participant's death, (ii) a determination that a
Participant is totally and permanently disabled, as defined by the Plan
Administrator; (iii) a Participant's retirement or termination of employment; or
(iv) the termination of the Plan without the establishment of a successor Plan.
E-8 - VESTING IN DIVIDENDS: A Participant shall be vested at all times in all
--------------------
dividends paid on vested shares of Common Stock. Cash dividends paid, and
proceeds on the sale of non-cash dividends, for all non-vested shares of Common
Stock credited to a Participant's Stock Purchase Account shall vest twelve
calendar months after such dividends or proceeds are credited to the
Participant's Stock Purchase Account. Dividends shall vest prior to the
twelve (12) month period upon the occurrence of any of the events listed in
paragraph E-7.
F. WITHDRAWALS FROM STOCK PURCHASE ACCOUNTS
F-1 - VESTED ACCOUNT: Except as provided in paragraphs F-2, F-3 and F-4 below,
--------------
any cash balance remaining after the purchase of shares, including the cash
value of any fractional shares, credited to the Participant's Stock Purchase
Account shall be distributed upon a request by the Participant in accordance
with the procedures set forth in paragraph F-6. The value of fractional shares
shall be based on the average market value of a share of Common Stock at the
time of the request, as determined by the Plan Administrator. Except as
provided in paragraphs F-2, F-3 and F-4 below, at the election of the
Participant and in accordance with the procedures set forth in paragraph F-6,
any full shares of Common Stock credited to the Participant's Stock Purchase
Account shall be: (i) sold by the Delegate with the proceeds distributed to the
Participant net of any commissions or other expenses incurred by the Plan in
connection with the sale of such shares; (ii) registered in the name or names
provided by the Participant, and in accordance with the provisions of paragraph
G-5, with the Participant paying the fees for such registration, as established
by the Plan Administrator; or (iii) transferred to an individual brokerage
account in the Participant's name, with the Participant paying any fees related
to such transfer. If the shares are registered, the stock certificates for such
shares shall be delivered to the Participant as soon as practicable after such
registration is completed, and this shall be considered a withdrawal of such
shares from the Plan.
F-2 - NON-VESTED ACCOUNT: Subject to the provisions of paragraph F-3, and in
------------------
accordance with the procedures set forth in paragraph F-6, a Participant may
withdraw all or a portion of the non-vested Employer's Contributions or
dividends, including the non-vested whole or fractional shares of Common Stock
purchased with the Employer's Contributions or dividends. Except as provided in
paragraph F-4, the Participant may obtain such withdrawal in accordance with the
options set forth in paragraph F-1.
F-3 - INVOLUNTARY SUSPENSION OF PARTICIPATION FOR CERTAIN WITHDRAWALS: A
--------------------------------------------------------------------
Participant shall be suspended from further participation in the Plan for a
twelve (12) month period if a Participant withdraws: (i) the cash balance
representing any non-vested Employer's Contributions, dividends or proceeds from
non-cash dividends; (ii) the whole or fractional shares of Common Stock
purchased with any non-vested Employer's Contributions, dividends or proceeds
from non-cash dividends; or (iii) the Participant's Contributions, including the
whole or fractional shares of Common Stock purchased with such contributions,
which have not been credited to the Plan for at least one year prior to the
withdrawal. Such suspension shall prohibit both Employer's Contributions and
Participant's Contributions to the Plan during such suspension, and shall be in
accordance with rules established by the Plan Administrator regarding the date
on which the suspension shall commence. Any Participant's Contributions
accumulated by the Plan prior to the suspension shall be applied toward
purchasing full shares of Common Stock in the month following suspension. A
Participant who has been suspended shall not be required to withdraw the cash or
shares credited to his or her Stock Purchase Account, but may retain such cash
or shares in the Plan during the suspension. If during the suspension further
withdrawals of (i), (ii) or (iii) above are made by the Participant, the Plan
suspension shall remain in effect for twelve months from the last withdrawal.
The Participant must give sufficient advanced written notice to the appropriate
human resources or payroll office designated by the Plan Administrator on such
forms as are required in order to resume participation in the Plan at the end of
the suspension.
F-4 - EFFECT OF TERMINATION OF EMPLOYMENT: A Participant whose employment has
-----------------------------------
terminated (including retirement) may not remain in the Plan, and shall be
required to withdraw all cash and/or shares credited to his or her Stock
Purchase Account. Any Participant Contributions accumulated by the Plan prior
to the termination shall not be used to purchase further shares of Common Stock
if such termination occurs prior to the purchase of the Common Stock for that
month. A Participant whose employment has terminated shall only be allowed to
withdraw the full shares of Common Stock credited to his or her account in
accordance with paragraph F-1 (ii) or (iii), and may not elect a withdrawal
pursuant to paragraph F-1 (i). The Plan Administrator may establish such rules
as it deems necessary regarding distribution and/or registration of the cash
and/or shares credited to the Participant's Stock Purchase Account if a
Participant fails to provide distribution and/or registration instructions
within sixty (60) days of his or her termination.
F-5 - WITHDRAWALS BY BENEFICIARY: The beneficiary of a Participant, if
----------------------------
applicable, shall not be allowed to keep the cash and/or shares credited to a
Participant's Stock Purchase Account in the Plan, and shall be required to
withdraw all cash and/or shares. Any full shares of Common Stock credited to
the Stock Purchase Account may only be withdrawn by the beneficiary in
accordance with paragraph F-1 (ii) or (iii), and the term "beneficiary" shall be
substituted for "Participant" in F-1 (ii) and (iii) under such circumstances. A
withdrawal pursuant to paragraph F-1 (i) shall not be allowed. The Plan
Administrator may establish such rules as it deems necessary regarding
distribution and/or registration of the cash and/or shares credited to the
Participant's Stock Purchase Account if a beneficiary fails to provide
distribution and/or registration instructions to the Plan Administrator within
sixty (60) days of when the beneficiary's right to the cash and/or shares has
been established.
F-6 - WITHDRAWAL PROCEDURES: Subject to paragraphs F-1, F-2, F-3, F-4 and
----------------------
F-5, a Participant may, at any time, obtain a withdrawal, in whole or in part,
from the Participant's Stock Purchase Account, by giving written notice to the
Plan Administrator or its Delegate at the appropriate office, and shall complete
such forms as are required by the Plan Administrator or its Delegate. Such
withdrawal shall be processed as soon as practicable after such notice is
received and any required forms are completed.
G. RIGHTS AS A COMMON STOCK SHAREHOLDER
G-1 - CASH DIVIDENDS: Cash dividends paid by the Company on shares of Common
---------------
Stock held in the Plan and credited to a Participant's Stock Purchase Account,
including fractional shares, will be reinvested in additional shares of Common
Stock, and will be aggregated with the Participant's Contributions and
Employer's Contributions for the next monthly purchase.
G-2 - NON-CASH DIVIDENDS: Non-cash dividends paid by the Company on shares of
------------------
Common Stock held in the Plan shall be sold by the Plan Administrator, or its
Delegate, within the month following the distribution, and the proceeds of any
such sale shall be credited to the Participant's Stock Purchase Account and used
to purchase additional shares of Common Stock.
G-3 - VOTING SHARES: Shares of Common Stock credited to a Participant's Stock
-------------
Purchase Account will be voted by the Plan Administrator in accordance with the
instructions of the Participants. If no instructions are received from a
Participant, such shares shall not be voted by the Plan Administrator.
G-4 - TENDER OFFERS: In the event of a tender offer or other solicitation to
--------------
purchase the Common Stock of the Company, the Plan Administrator will follow the
instructions of the Participants. A tendering of shares of Common Stock will be
deemed a withdrawal of vested and/or non-vested shares subject to the provisions
of paragraphs F-1, F-2 and
F-3. The proceeds of tendering will not be held in the Plan, but instead will
be distributed to the Participant. If no instructions are received from a
Participant, this shall be deemed an instruction to reject the tender offer or
other solicitation, and the Plan Administrator shall not tender.
G-5 - STOCK CERTIFICATES: A Participant may obtain stock certificates
-------------------
representing all or a portion of the full shares of Common Stock credited to the
Participant's Stock Purchase Account by making a request in writing to the Plan
Administrator or its Delegate; provided, that the Participant pays the fees for
such registration and issuance as established by the Plan Administrator. Any
shares that are registered shall be considered withdrawn from the Plan. If the
Participant requests in writing, the Common Stock certificates may be issued in
the name of the Participant together with one other person, as joint tenants
with rights of survivorship or as tenants by the entirety, to the extent
permitted by applicable law.
H. MISCELLANEOUS
H-1 - PLAN STATEMENTS: The Plan Administrator, or its Delegate, shall provide a
---------------
statement to each Participant as soon as practicable after the end of each
calendar quarter showing the number of whole and fractional shares credited to
the Participant's Stock Purchase Account as of the beginning and end of that
quarter, the purchase price for such shares, and setting forth the amount of all
of the Participant's Contributions and Employer's Contributions and any
dividends. The quarterly statement provided to the Participants shall also show
the amount of the Employer's Contribution that is not vested.
H-2 - NO RIGHT TO EMPLOYMENT: Participation in the Plan does not, directly or
----------------------
indirectly, create in any Eligible Employee, or other person, any right with
respect to continuation of employment by the Company or a Subsidiary, and it
shall not be deemed to interfere in any way with the right of the Company or a
Subsidiary to terminate, suspend or otherwise modify, any person's employment at
any time.
H-3 - BENEFICIARY DESIGNATION: A Participant in the Plan may file with the Plan
-----------------------
Administrator a written designation, on an approved form, of a beneficiary or
contingent beneficiaries (subject to such limitations as the Plan Administrator
may prescribe) to receive, in the event of the death of the Participant, any
shares of Common Stock, the value of any fractional shares and any cash credited
to the Participant's Stock Purchase Account. A Participant may revoke or change
any beneficiary designation; provided, however, that the Plan Administrator
reserves the right to review and approve revocations or changes in any
beneficiary designation, and any designation of beneficiary under the Plan shall
be controlling over any other disposition, testamentary or otherwise. If the
Plan Administrator shall be in doubt as to the right of any such beneficiary to
receive the cash and/or shares credited to the Participant's Stock Purchase
Account, the Plan Administrator may determine to recognize only the rights of
the legal representative of the Participant, in which case the Company, the Plan
Administrator, and any appointed Delegate shall not be under any further
liability to anyone. If a Participant dies and has not designated a
beneficiary, then the cash and/or shares credited to the Participant's Account
shall be payable to the Participant's estate, or as provided by law.
H-4 - AMENDMENTS TO THE PLAN: The HR Committee may amend, suspend or
-------------------------
terminate the Plan in whole or in part; and if terminated, may reinstate any or
--
all of the provisions of the Plan at any time.
H-5 - ADMINISTRATION OF THE PLAN: Except as to matters required by the terms of
--------------------------
the Plan to be the responsibility of the Plan Sponsor, the Plan Administrator
shall administer the Plan and, in connection therewith, it shall have full power
to construe and interpret the Plan, establish the rules and regulations
governing the Plan, and perform all other acts it believes reasonable and
proper, including the power to delegate responsibility to Delegates to assist it
in administering the Plan or to perform record keeping for the Plan.
Notwithstanding the above, the Plan Sponsor may adopt rules for the
administration of the Plan and its operation, which rules shall be binding on
the Plan Administrator and its Delegates.
H-6 - GOVERNING LAW: The governing law relating to questions concerning the
--------------
adoption, amendment or termination of the Plan, the Common Stock, shareholder
rights and other issues within the responsibility of the Plan Sponsor, shall be
the laws of the United States of America and the State of Missouri. The
governing law relating to questions concerning the administration of the Plan
and the actions of the Plan Administrator and its Delegates shall be the laws of
the Province of Ontario, Canada.
H-7 - SUCCESSORS: All obligations of the Company under the Plan shall be
----------
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase of the Common Stock of the
Company, a purchase of substantially all of the business and/or assets of the
Company, or by a merger, consolidation or other reorganization.
H-8 - TRANSFERABILITY: Neither amounts credited to a Participant's Stock
---------------
Purchase Account nor rights to receive shares of Common Stock, may be assigned,
transferred, pledged, or otherwise disposed of in any way by the Participant
other than by his or her Last Will and Testament, beneficiary designation, or by
the applicable laws of descent and distribution. Any such attempted assignment,
transfer, pledge or other disposition shall be without effect. No person has or
may create, under the terms of the Plan, a lien on any funds, securities or
other property held under the Plan.
H-9 - NOTICES: All notices or other communications by a Participant to the Plan
-------
Administrator or a Delegate under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Plan
Administrator at the location designated by the Plan Administrator for the
receipt thereof.
H-10 - EXPENSES: The Company shall designate which expenses of administrating
--------
the Plan shall be paid by the Plan Administrator and which expenses of
administrating shall be paid by the Company or other Subsidiary. No part of the
administrative expenses shall be charged to the Participants with the exception
of charges for requests to issue Common Stock certificates, any fees related to
the transfer of shares to an individual brokerage account, and any commissions
or expenses incurred by the Plan in connection with the sale of shares of Common
Stock at the Participant's direction.
H-11 - TAXES: Income related to the Employer's Contribution (including any
-----
brokerage commissions paid on behalf of a Participant) and gain or loss on
withdrawals from the Participant's Stock Purchase Account will be reported on
information returns required by the applicable taxing jurisdictions(s). A copy
of any such return(s) will be sent to each Participant.
H-12 - HEADINGS: The Table of Contents and the section and paragraph headings
--------
appearing herein are for reference only, and are not intended to and shall not
affect the substantive provisions of the Plan.
H-13 - EFFECTIVE DATE: The effective date of this restated Plan Document is
--------------
January 1, 2000.
IN WITNESS WHEREOF, Ralston Purina Company has caused these presents to be
executed by the undersigned duly authorized officer of Ralston Purina Company as
of this 6th day of December, 1999.
RALSTON PURINA COMPANY
/s/ James M. Neville
James M. Neville
Vice President and General Counsel
EXHIBIT 23
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated October 30, 1998 relating to the financial
statements which appears on page 25 of the 1998 Annual Report to Shareholders of
Ralston Purina Company, which is incorporated by reference in Ralston Purina
Company's Annual Report on Form 10-K for the year ended September 30, 1998. We
also consent to the reference to us under the heading "Interests of Named
Experts and Counsel" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
December 6, 1999
