As filed with the Securities and Exchange
Commission on March 2, 1999 Registration No. ___________
---------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
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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
1999 INCENTIVE STOCK PLAN
(Full title of the plan)
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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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<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 19,000,000 $ 28.09375 $ 533,781,250 $ 148,391.19
Common Stock shares(c)
.10 par value (b)
Total Registration $ 148,391.19
Fee
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</TABLE>
(a) The average of the high and low prices of the Common Stock as reported on
the New York Stock Exchange on February 8, 1999.
(b) Shares of Common Stock being registered will be awarded pursuant to the
terms of the Ralston Purina Company 1999 Incentive Stock Plan.
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 Report on Form 10-Q for the period ended December 31,
1998.
(iii) Current Report on Form 8-K dated January 26, 1999, and
(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 Section 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
January 1, 1999, Mr. Neville was the beneficial owner of 79,455 shares of the
Registrant's common stock, and options to purchase 406,611 additional shares of
common stock. Additionally, as of January 31, 1999, 14,367.401 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 1999 Incentive Stock Plan
incorporated by reference from the Ralston Purina Company Notice of Annual
Meeting and Proxy Statement dated December 9, 1998.
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 Company pursuant to the foregoing provisions, the Company 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 2nd day of March,
1999.
RALSTON PURINA COMPANY
By: /s/ W. P. McGinnis By: /s/ J. P. Mulcahy
--------------------------------- -------------------------------
W.P. McGinnis J.P. Mulcahy
co-Chief Executive Officer co-Chief Executive Officer
and co-President and co-President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Neville and Charles S. Sommer, 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.
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 March 2, 1999.
SIGNATURE TITLE
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/s/ William P. Stiritz Chairman of the Board
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William P. Stiritz
SIGNATURE TITLE
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/s/ W. P. McGinnis co-Chief Executive Officer and
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W. P. McGinnis co-President
/s/ J. P. Mulcahy co-Chief Executive Officer
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J. P. Mulcahy co-President
/s/ James R. Elsesser
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James R. Elsesser Vice President and Chief
Financial Officer
/s/ Anita M. Wray Controller
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Anita M. Wray
/s/ David R. Banks Director
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David R. Banks
/s/ John H. Biggs Director
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John H. Biggs
/s/ Donald Danforth, Jr. Director
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Donald Danforth, Jr.
/s/ William H. Danforth Director
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William H. Danforth
/s/ David C. Farrell Director
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David C. Farrell
/s/ M. Darrell Ingram Director
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M. Darrell Ingram
/s/ Richard A. Liddy Director
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Richard A. Liddy
SIGNATURE TITLE
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/s/ John F. McDonnell Director
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John F. McDonnell
/s/ Katherine D. Ortega Director
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Katherine D. Ortega
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ralston Purina Company 1999 Incentive Stock 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 19,000,000 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 1999 Incentive
Stock Plan (the "Incentive Stock 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 Incentive Stock 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 Incentive Stock 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 Incentive Stock 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 Incentive Stock 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
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, 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.
PRICEWATERHOUSECOOPERS LLP
/s/ PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
March 1, 1999
