UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMMISSION FILE NO. 1-4582
RALSTON PURINA COMPANY
INCORPORATED IN MISSOURI - IRS EMPLOYER IDENTIFICATION NO. 43-0470580
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63164
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-982-1000
--------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class. . . . . . . . . . . . Name of each exchange on which registered
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RALSTON PURINA COMPANY . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
COMMON STOCK, PAR VALUE $.10 PER SHARE . . CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE INCORPORATED
RALSTON PURINA COMPANY . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
COMMON STOCK PURCHASE RIGHTS . . . . . . . CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE INCORPORATED
9 1/4% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
9.30% DEBENTURES . . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
8 5/8% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
8 1/8% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
7 7/8 % DEBENTURES . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
7 3/4% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC.
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Registrant has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months and has been
subject to such filing requirements for the past 90 days.
Yes: X No:
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein and will not be contained, to the best of registrant's
knowledge, in the definitive proxy statement incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Yes: X No:
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AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT
AS OF THE CLOSE OF BUSINESS ON NOVEMBER 1, 2000: $7,527,364,006.
(Excluded from this figure is the voting stock held by Registrant's Directors,
who are the only persons known to Registrant who may be considered to be its
"affiliates" as defined under Rule 12b-2.)
Number of shares of Ralston Purina Company Common Stock ("RAL Stock"), $.10 par
value, outstanding as of close of business on December 20, 2000:
309,080,723.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Ralston Purina Company Annual Report to Shareholders 2000
(Parts I and II of Form 10-K).
2. Portions of Ralston Purina Company Notice of Annual Meeting and Proxy
Statement dated December 11, 2000 (Part III of Form 10-K).
PART I
ITEM 1. BUSINESS.
The Company, incorporated in Missouri in 1894, is the world's largest
producer of dry dog and dry and soft-moist cat foods. The Company is also a
major producer of other pet products, including cat box filler. The Company has
a number of trademarks, such as PURINA, the CHECKERBOARD logo, DOG CHOW, CAT
CHOW, MEOW MIX, PRO PLAN and TIDY CATS among others, which it considers of
substantial importance and which it uses individually or in conjunction with
other Company trademarks.
The Company is presently comprised of three Business Segments - North
American Pet Foods, International Pet Foods, and Golden Products.
The North American Pet Foods (which includes Canadian operations) and
International Pet Foods Segments produce and market dry dog foods, dry and
soft-moist cat foods and pet treats under the PURINA name, including DOG CHOW,
CAT CHOW and numerous other dog and cat food brands. The Golden Products
Segment manufactures and markets cat box filler, and also markets related items
such as dog litter and cat box liners and deodorizers, under the GOLDEN CAT
name, including TIDY CATS and other brands. Operations of the Golden Products
Segment are conducted primarily in the United States and Canada.
On April 1, 2000, the Company distributed to its shareholders, in a
tax-free spin-off, all of the outstanding capital stock of Energizer Holdings,
Inc., a wholly owned subsidiary engaged in the battery products business.
On April 1, 1998, the Company distributed to its shareholders, in a
tax-free spin-off, all of the outstanding capital stock of Agribrands
International, Inc., a wholly-owned subsidiary engaged in the international
agricultural products business.
On December 5, 1997, the Company acquired Edward Baker Petfoods, a British
pet food manufacturer and a major supplier of branded and private label pet food
products to the European market.
On December 3, 1997, the Company, in a series of mergers and exchanges,
sold its soy protein technologies business, the world's leading producer and
marketer of high-quality dietary isolated soy protein and fiber food ingredients
and a leading marketer of polymer products, to E.I. du Pont de Nemours and
Company.
The principal raw materials used in the North American and International
Pet Foods Segments are grain and grain products, protein ingredients and meat
by-products, and in the Golden Products Segment, clay, paper and silica gel. The
Company purchases such raw materials from local, regional, national and
international suppliers. The cost of raw materials used in these products may
fluctuate due to weather conditions, government regulations, economic climate,
or other unforeseen circumstances. The Company manages exposure to changes in
the commodities markets as considered necessary by hedging certain of its
ingredient requirements such as soybean meal, corn or wheat.
Products of the North American and International Pet Foods Segments and the
Golden Products Segment are marketed primarily through direct sales forces to
grocers, mass merchandisers, specialty retailers, wholesalers and other
customers.
Competition is intense in all of the Company's Business Segments. The
principal competitors in all Segments are regional, national and international
manufacturers whose products compete with those of the Company for shelf space
and consumer acceptance.
During fiscal years 1998, 1999 and 2000, revenue from the Company's sales
of its products to Wal-Mart Stores, Inc. and its affiliated companies was 18.0%,
20.3% and 24.0%, respectively, of the Company's consolidated revenues. Except
for this relationship, the Company was not dependent upon any other single
customer or a few customers, the loss of any one or more of which would have a
material adverse effect on the Company.
The operations of the Company are subject to various laws and regulations
relating to public health, worker safety and the environment. The Company is
not presently engaged in any material issues or controversies related to such
matters. Compliance with laws regulating the discharge of materials into the
environment or otherwise relating to the protection of the environment has not
had a material effect on the Company's capital expenditures, earnings or
competitive position. It is not expected that the Company will have material
capital expenditures for environmental control facilities during the next fiscal
year.
As of September 30, 2000 the Company, as a whole, employed 4,380 employees
in the United States and 2,369 outside of the United States. The descriptions
of the businesses of, and the summary of selected financial data regarding, the
Company appearing under "Ralston Purina Company-Financial Review-Highlights" on
pages 14 through 15, "Ralston Purina Company-Financial Review-Liquidity and
Capital Resources" on pages 18 through 19, "Ralston Purina Company-Financial
Review-Operating Segment Information" on pages 16 through 18, "Ralston Purina
Company-Notes to Financial Statements-Segment Information" on pages 44 through
45, and "Ralston Purina Company-Notes to Financial Statements-Summary of
Accounting Policies-Research and Development" on page 29 of the Ralston Purina
Company Annual Report to Shareholders 2000, are hereby incorporated by
reference.
ITEM 2. PROPERTIES.
A list of the Company's principal plants and facilities as of the date of
filing follows. The Company believes that such plants and facilities, in the
aggregate, are adequate, suitable and of sufficient capacity for purposes of
conducting its current business.
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NORTH AMERICAN PET FOODS PLANTS GOLDEN PRODUCTS PLANTS
United States and Canada United States and Canada
Atlanta, GA Bloomfield, MO
Clinton, IA (1) King William, VA
Davenport, IA Maricopa, CA
Denver, CO Moncton, New Brunswick, Canada
Dunkirk, NY Springfield, MO
Flagstaff, AZ
Innisfail, Alberta, Canada Packaging Facilities
Mechanicsburg, PA Caledonia, Ontario, Canada (4)
Mississauga, Ontario, Canada
Oklahoma City, OK OTHER PROPERTIES
Zanesville, OH
RESEARCH FACILITIES
Pet Food Ingredient Manufacturing Plant United States
Hager City, WI Gray Summit, MO (2)
St. Louis, MO (2)
INTERNATIONAL PET FOODS PLANTS MACHINE SHOP AND FOUNDRY
Chilton, United Kingdom St. Louis, MO
Cornard Mills, United Kingdom
Cuautitlan, Mexico ADMINISTRATIVE AND EXECUTIVE OFFICES
Dubbo, Australia St. Louis, MO
Encrucijada, Venezuela (3)
Monjos, Spain
Montfort-Sur-Risle, France
Portogruaro, Italy
Ribeirao Preto, Brazil
Santo Tome, Argentina
Veghel, The Netherlands
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In addition to the properties identified above, the Company and its subsidiaries
own and/or operate sales offices, regional offices, storage facilities,
distribution centers and terminals and related properties.
(1) Leased pursuant to industrial revenue bond financing
(2) Provides service for North American Pet Foods, International Pet Foods,
and Golden Products
(3) Also produces feed under a toll milling arrangement with Agribrands
International, Inc.
(4) Bulk packaging and distribution
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to a number of legal proceedings in various state,
federal and foreign jurisdictions. These proceedings are in varying stages and
many may proceed for protracted periods of time. Some proceedings involve
highly complex questions of fact and law.
In fiscal year 1997, the Company changed its method of computing foreign
tax credits and, as a result, the Company recognized tax benefits of
approximately $24 million related to a foreign tax credit refund claim for the
years 1993 through 1995. The Internal Revenue Service has denied this refund
claim. On July 3, 2000, the Company filed a petition in the United States Tax
Court in order to pursue its refund claim. The Company believes that its claim
is meritorious.
Based upon the information currently available, the Company believes that
its ultimate liability for all pending legal proceedings, asserted legal claims
and known potential legal claims which are likely to be asserted, should not be
material to its financial position. Such liability could, however, be material
to results of operations or cash flows for a particular quarter or annual
period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT.
A list of the executive officers of the Company and their business
experience follows:
W. Patrick McGinnis, 53, Chief Executive Officer and President since June, 1999
--------------------
and executive officer since 1984. Co-Chief Executive Officer and co-President
from October, 1997 to June, 1999; President and Chief Executive Officer, Pet
Products Group 1992-2000; President and Chief Operating Officer, Grocery
Products Group, 1989-1992; Vice President and President, Branded Foods Group,
1987-1989; Vice President and Executive Vice President, Grocery Products
Division, 1984-1987; Division Vice President, Marketing, Grocery Products
Division, 1983-1984; Executive Vice President and Director, Grocery Products
Division, Ralston Purina Canada Inc., 1980-1983. Company service, 28 years.
Terence E. Block, 52, Chief Operating Officer, North American Pet Foods since
------------------
June, 1999 and executive officer since March, 2000. Executive Vice President,
Marketing and Customer Development, Pet Products Group, 1996-1999; Vice
President, Customer Development, Pet Products Group, 1993-1996; Vice President
and Director, Human Resources, Grocery Products Division, 1992-1993; Vice
President and Director, Marketing, Grocery Products Division, 1986-1992.
Company service, 22 years.
James R. Elsesser, 56, Vice President and Chief Financial Officer since 1985 and
-----------------
Treasurer since 1999, and executive officer since 1985; Vice President,
March-September, 1985; Treasurer, February-September, 1985. Company service, 15
years.
Nancy E. Hamilton, 50, Vice President, Secretary and Senior Counsel since 1996,
------------------
and executive officer since 1996; Senior Counsel and Assistant Secretary,
1994-1996. Company service, 15 years.
Franklin W. Krum, 66, Chairman, Pet Products International since July, 1997 and
-----------------
executive officer since March, 2000. President, Golden Products Division,
1995-1997. Business experience prior to Ralston Purina includes President and
Chief Executive Officer, Golden Cat Company, 1990-1995; President and Chief
Executive Officer, Alpo Petfoods, 1986-1990; Senior Vice President, Sales and
Marketing, Alpo Petfoods, 1981-1985. Company service, 4 years.
Stanley M. Rea, 58, Vice President and General Counsel since May, 2000 and
----------------
executive officer since March, 2000. Vice President and General Counsel, Pet
Products Group, 1987-2000. Company service, 26 years.
William H. Sackett, 54, Chief Administrative Officer and executive officer since
------------------
March, 2000. Chief Administrative Officer, Pet Products Group, 1999-2000.
Executive Vice President and Chief Financial Officer, Pet Products Group,
1995-1999; Vice President and Director, Finance and Administration, Pet Products
Group, 1992-1995; Chief Financial Officer, Keystone Resorts Management, Inc.,
1990-1992; Vice President and Controller, Branded Foods Group, 1987-1990; Vice
President and Controller, Specialty Foods Division, 1985-1987. Company service,
29 years.
Robert C. Watt, 48, President, Golden Products Division since June, 1997 and
----------------
executive officer since March, 2000. Executive Vice President, Golden Products
Division, 1995-1997; Vice President and Director, Marketing, Grocery Products
Division, 1988-1995. Company service, 20 years.
Anita M. Wray, 46, Vice President and Controller since 1994, and executive
---------------
officer since 1994; Vice President and Director of Financial Accounting
Services, 1985-1994. Company service, 21 years.
(Ages and years of service as of September 30, 2000.)
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
The Company's common stock ("RAL Stock") is listed on the New York Stock
Exchange, Chicago Stock Exchange, Pacific Stock Exchange and has unlisted
trading privileges on the Philadelphia, Boston and Cincinnati Stock Exchanges.
As of September 30, 2000, there were 22,756 shareholders of record of the RAL
Stock.
The following tables set forth dividends paid and range of market prices
for the RAL Stock (for the year ended September 30):
DIVIDENDS PAID
2000 1999
---- ----
First Quarter $.10 $.10
Second Quarter .10 .10
Third Quarter .07 .10
Fourth .07 .10
MARKET PRICE RANGE
2000 1999
---- ----
RAL Stock RAL Stock
--------- ---------
First Quarter $32 1/2 - 25 1/2 $37 3/16 - 28 1/4
Second Quarter 29 3/4 - 23 1/4 32 1/2 - 25 13/16
Third Quarter 22 5/16 - 16 3/4* 33 - 25 5/8
Fourth Quarter 24 1/2 - 18 13/16* 30 7/8 - 27 1/4
* Prices reflect effects of Energizer Holdings, Inc. spin-off on April 1, 2000.
There have been no unregistered offerings of registrant's equity securities
during the period covered by this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
The summary of selected financial data regarding Ralston Purina Company
appearing on pages 12 through 13, of the Ralston Purina Company Annual Report to
Shareholders 2000, is hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information appearing under "Ralston Purina Company-Financial Review" on
pages 14 through 21 of the Ralston Purina Company Annual Report to Shareholders
2000, is hereby incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Information appearing under "Ralston Purina Company-Financial Review-Market
Risk Sensitive Instruments and Positions" on pages 20 through 21 of the Ralston
Purina Company Annual Report to Shareholders 2000, is hereby incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company and its subsidiaries
appearing on pages 23 through 47, together with the report thereon of
PricewaterhouseCoopers LLP on page 22, and the supplementary data under "Ralston
Purina Company-Quarterly Financial Information" on pages 48 through 49 of the
Ralston Purina Company Annual Report to Shareholders 2000, are hereby
incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT.
The information regarding directors on pages 3 through 4, and information
appearing under "Compliance With Section 16(a) Reporting" on page 2, of the
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated
December 11, 2000, is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" on pages 13 through
20, "Common Stock Ownership Of Directors and Executive Officers" on pages 11
through 12, and "Director Compensation" on page 6 of the Ralston Purina Company
Notice of Annual Meeting and Proxy Statement dated December 11, 2000, is hereby
incorporated by reference.
Despite anything to the contrary in any of the Company's previous SEC
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings, including the
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated
December 11, 2000, in whole or in part, the Human Resources Committee Report on
Executive Compensation, the Ralston Purina Company Audit Committee Report and
Audit Committee Charter and the Performance Graph from the Ralston Purina
Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000
will not be incorporated by reference into this Annual Report on Form 10-K or
into any other filings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The discussion of the security ownership of certain beneficial owners and
management appearing under "Stock Ownership Information" on page 11 and "Common
Stock Ownership of Directors and Executive Officers" on pages 11 through 12 of
the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated
December 11, 2000, is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Relationships and Related
Transactions" on page 7 of the Ralston Purina Company Notice of Annual Meeting
and Proxy Statement dated December 11, 2000, is hereby incorporated by
reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
1. Documents filed with this report:
a. Financial statements previously incorporated by reference
under Item 8 herein.
- Report of Independent Accountants.
- Consolidated Statement of Earnings -- for years ended
September 30, 2000, 1999 and 1998.
- Consolidated Balance Sheet -- for years ended September 30, 2000
and 1999.
- Consolidated Statement of Cash Flows -- for years ended
September 30, 2000, 1999 and 1998.
- Consolidated Statement of Shareholders Equity -- for years ended
September 30, 2000, 1999 and 1998.
- Notes to Financial Statements.
b. Exhibits (Listed by numbers corresponding to the Exhibit Table of
Item 601 in Regulation S-K).
(3i) The Restated Articles of Incorporation of Ralston Purina
Company, effective as of February 23, 1999, are hereby
incorporated by reference to the Company's Form 10-K for
the fiscal year ended September 30, 1999.
(3ii) The Bylaws of Ralston Purina Company, as amended
November 16, 2000.
(4) The Rights Agreement, effective as of March 28, 1996, and as
amended May 28, 1998, is hereby incorporated by reference to
the Company's Amendment No.1 to Form 8-A Registration
Statement filed on January 21, 1999.
(4) Ralston Purina Company agrees to furnish the SEC, upon its
request, a copy of any instrument defining the rights of
holders of long-term debt of the Company and its consolidated
subsidiaries and any of its unconsolidated subsidiaries
for which financial statements are required to be
filed.
(10) Material Contracts.
(i) The following material contracts are hereby incorporated
by reference to the Company's Form 10-K for the
fiscal year ended September 30, 1983.
(a) Form of letter agreement dated June 18, 1982,
to certain officers providing for deferral of
bonuses for fiscal year 1982.*
(b) Form of letter agreement to certain officers
regarding Deferred Bonus Plan.*
(ii) The following material contracts are hereby incorporated
by reference to the Company's Form 10-K for the
fiscal year ended September 30, 1985.
(a) Form of Agreement for Conversion of Deferred
Compensation.*
(b) Form of Agreement for Conversion of Existing
Deferrals over $100,000.*
(c) Form of Agreement for Conversion of 1968 Restricted
Stock.*
(d) Form of Agreement for Conversion of Benefits under the
Supplemental Death Benefits Plan.*
(e) Form of Agreement for Deferral of 1985 Annual Cash
Bonus.*
(f) Form of Agreement for Deferral of 1985 ITIP Award
Accruals.*
(iii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1987.
(a) Form of Agreement for Deferral of 1986 Annual
Cash Bonus.*
(b) Form of Agreement for Deferral of 1986 ITIP
Award Accruals.*
(iv) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1988.
(a) Executive Life Plan, as amended
September 24, 1987.*
(b) Form of Agreements for Deferral of 1987
Annual and Special Cash Bonuses.*
(c) Form of Agreements for Deferral of 1988 Annual
and Special Cash Bonuses.*
(d) Ralston Purina Company 1988 Incentive Stock
Plan, as amended January 21 and
March 25, 1988.*
(e) Personal Financial Planning Program, as amended
July 21, 1988.*
(f) Executive Health Plan, as amended April 1, 1985,
September 24, 1987 and July 21 and
November 17, 1988.*
(v) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1989.
(a) Ralston Purina Company Supplemental Retirement
Plan, as amended May 26, 1989.*
(b) Change in Control Severance Compensation Plan,
as amended September 21, 1989.*
(c) Executive Long-Term Disability Plan, as adopted
September 22, 1989.*
(d) Executive Savings Investment Plan, as amended
May 25, 1989.*
(e) Personal Financial Planning Program, as amended
May 25, 1989.*
(vi) The following material contracts are hereby incorporated
by reference to the Company's Form 10-K for the
fiscal year ended September 30, 1990.
(a) Form of Agreement for Deferral of 1985, 1986 and
1989 Annual and Special Cash Bonuses.*
(b) Form of letter amending Restricted Stock Awards
and Non-Qualified Stock Options, as of
September 27, 1990.*
(vii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1991.
(a) Form of Split Dollar Second to Die Insurance
Agreement.*
(b) Form of letter amending certain outstanding
Restricted Stock Awards and Non-Qualified Stock
Options, as of November 21, 1991.*
(viii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1992.
(a) Form of letter amending certain outstanding
Restricted Stock Awards and Non-Qualified Stock
Options, dated as of September 29, 1992.*
(b) Form of Agreement for Deferral of 1991 Annual
and Special Cash Bonuses.*
(c) Form of Agreement for Deferral of 1991 Annual
Cash Bonus.*
(d) Form of 1991 Non-Qualified Stock Option.*
(e) Form of Indemnification Agreement with directors
and corporate officers.*
(ix) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1993.
(a) Form of Agreement for Deferral of 1992 Annual
and Special Bonuses.*
(b) Form of Agreement for Deferral of 1992 Annual
Cash Bonus.*
(c) Form of Amendment to 1991 Non-Qualified Stock
Option.*
(d) Form of letter amending Restricted Stock Awards,
dated as of September 24, 1993.*
(x) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1994.
(a) The Agreement and Plan of Reorganization between
the Company and Several of its Subsidiaries and
Ralcorp Holdings, Inc. dated March 31, 1994
is incorporated by reference to the Company's
Form 8-K/A dated April 14, 1994.
(b) Trust Agreement between Ralston Purina
Company and Wachovia Bank of North Carolina,
N.A., dated as of September 15, 1994.
(c) Leveraged Incentive Plan, adopted as of
September 23, 1994.*
(xi) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1995.
(a) Deferred Compensation Plan for Non-Management
Directors, as amended September 25, 1987,
July 22, 1988, May 25, 1990, October 27, 1992,
July 30, 1993, November 18, 1993 and
August 9, 1995.*
(b) Deferred Compensation Plan for Key Employees,
as amended September 21, 1989, April 9, 1990,
November 21, 1990, December 11, 1992,
July 30, 1993, November 18, 1993, and
November 6, 1995.*
(c) Form of March 23, 1995 Non-Qualified Stock
Option Contract.*
(d) Form of September 28, 1995 Non-Qualified Stock
Option Contract.*
(e) Form of September 28, 1995 Non-Qualified
Performance Stock Option Contract.*
(f) Form of Agreement for Deferral of 1995 Annual
Cash Bonus.*
(xii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1996.
(a) Form of September 26, 1996 Non-Qualified
Performance Stock Option Agreement.*
(b) Form of September 26, 1996 Non-Qualified
Stock Option Agreement.*
(c) Deferred Compensation Plan for Non-Management
Directors, as amended September 25, 1987,
July 22, 1988, May 25, 1990, October 27, 1992,
July 30, 1993, November 18, 1993, August 9, 1995,
and September 26, 1996.*
(d) Deferred Compensation Plan for Key Employees, as
amended September 21, 1989, April 9, 1990,
November 21, 1990, December 11, 1992,
July 30, 1993, November 18, 1993,
November 6, 1995, and September 26, 1996.*
(e) Form of Letter for Deferral of 1997 Bonus
Award.*
(f) Form of Agreement for Deferral of 1996 Annual
Cash Bonus*
(g) Form of Agreement for Deferral of 1996 Annual
and Special Cash Bonus.*
(xiii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1997.
(a) Form of November 20, 1997 Non-Qualified Stock
Option.*
(b) Deferred Compensation Plan for Key Employees,
as amended, September 21, 1989, April 9, 1990,
November 21, 1990, December 11, 1992,
July 30, 1993, November 18, 1993,
November 6, 1995, September 26, 1996, and
November 13, 1997.*
(c) Form of Letter of Deferral of 1998 Bonus Award.*
(d) Form of Agreement for Deferral of 1997 Annual
Cash Bonus.*
(e) Form of Agreement for Deferral of 1997 Annual
and Special Cash Bonus.*
(f) Form of Split Dollar Agreement.*
(g) 1996 Leveraged Incentive Plan, adopted as of
September 26, 1996 and amended
September 25, 1997.*
(h) Resolution adopted September 26, 1996 amending
Options granted September 28, 1995.*
(i) Agreement and Plan of Merger and Exchange by
and among E.I. du Pont de Nemours and Company,
Ralston Purina Company, Protein Technologies
International Holdings, Inc. and Other Parties
Named Therein, dated as of December 2, 1997.
(xiv) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1998.
(a) Form of September 24, 1998 Non-Qualified Stock
Option.*
(b) Form of Letter of Deferral of 1999 Bonus Award.*
(c) Form of Agreement for Deferral of 1998 Annual
Cash Bonus.*
(d) 1998 Leveraged Incentive Plan, adopted effective
October 1, 1998.*
(e) Form of Letter of Deferral of 1996 Leveraged
Incentive Plan Award.*
(f) Agreement and Plan of Reorganization
dated as of April 1, 1998 between Ralston Purina
Company and Agribrands International, Inc.
(g) Form of Indemnification Agreement dated
October 1, 1997 between Ralston Purina Company
and William P.Stiritz.*
(h) Resolution dated March 19, 1998 amending Fixed
Benefit Option provision of the Deferred
Compensation Plan for Non-Management Directors.*
(i) Resolution dated March 19, 1998 amending Fixed
Benefit Option provision of the Deferred
Compensation Plan for Key Employees.*
(j) Ralston Purina Company Executive Health Plan
as amended September 24, 1998.*
(k) Ralston Purina Company Executive Retiree Life
Plan.*
(l) Resolution dated May 28, 1998 regarding
repayment of gain provisions in outstanding
non-qualified option awards held by Corporate
Officers.*
(xv) The following material contracts are hereby
incorporated by reference to the Company's Form 10-K
for the fiscal year ended September 30, 1999.
(a) Form of Management Continuity Agreement with
Chief Executive Officer, incorporated by
reference to the Company's Form 10-Q for
the quarter ended June 30, 1999.*
(b) Form of Management Continuity Agreement with
Corporate Vice President, incorporated by
reference to the Company's Form 10-Q for the
quarter ended June 30, 1999.*
(c) Form of September 23, 1999 Non-Qualified Stock
Option.*
(d) Form of Letter of Deferral of 2000 Bonus Award.*
(e) Form of Agreement for Deferral of 1999 Annual
Cash Bonus.*
(f) Form of September 23, 1999 Non-Qualified Stock
Option granted to non-management Directors.*
(g) Forms for Deferral Elections under the Deferred
Compensation Plan for Non-Management Directors.*
(h) Resolution Adopted November 18, 1999, Amending
the Deferred Compensation Plan for
Non-Management Directors.*
(i) Excerpt of March 25, 1999 Human Resources
Committee meeting minutes.*
(j) Resolution dated February 15, 1999 to amend
Outstanding Option Awards to add Reload
Feature.*
(k) Amendment to Executive Long Term Disability Plan
dated June 23, 1999.*
(l) Amendment to Deferred Compensation Plan for Key
Employees effective July, 1999.*
(xvi) The following material contracts are hereby
incorporated by reference to the Company's 10-Q
for the quarter ended December 31, 1999.
(a) Ralston Purina Company Executive Incentive
Compensation Plan, incorporated by reference
to Appendix A of the Company's Proxy Statement
dated December 10, 1999.*
(b) Form of Amendment to 1998 Leveraged Incentive
Award.*
(c) Amendment to Executive Health Plan dated
December 16, 1999.*
(xvii) The following material contracts are hereby
incorporated by reference to the Company's 8-K
dated April 1, 2000.
(a) The Agreement and Plan of Reorganization dated
as of April 1, 2000, between Ralston Purina
Company and Energizer Holdings, Inc.
(b) Amendment to Shareholder Agreement between
Ralston Purina Company and Interstate
Bakeries Corporation dated March 30, 2000.
(c) Letter Agreement between Ralston Purina Company
and Interstate Bakeries Corporation dated
July 3, 1997.
(xviii) The following material contracts are hereby
incorporated by reference to the Company's Form 10-Q
for the quarter ended March 31, 2000.
(a) Form of Non-Qualified Stock Option dated
April 18, 2000.*
(b) Form of Non-Qualified Stock Option dated
April 18, 2000 with Chief Executive Officer.*
(c) Form of Non-Qualified Stock Option dated
April 18, 2000 with Chief Financial Officer.*
(xix) The following material contracts are hereby
incorporated by reference to the Company's 8-K dated
July 24, 2000.
(a) Amendment #2 to the Shareholder Agreement and
Amendment to the Supplement to Shareholder
Agreement between Ralston Purina Company and
Interstate Bakeries Corporation dated
July 24, 2000.
(b) Share Purchase Agreement between Ralston Purina
Company and Interstate Bakeries Corporation
dated July 24, 2000.
(xx) The following material contracts are hereby
incorporated by reference to the Company's Form 10-Q
for the quarter ended June 30, 2000.
(a) Aircraft Joint Ownership Agreement dated
April 1, 2000 between Ralston Purina Company,
Eveready Battery Company and Agribrands
International, Inc. (Exhibit D to the Agreement
and Plan of Reorganization between Ralston
Purina Company and Energizer Holdings, Inc.
filed as an exhibit to the Company's 8-K
dated April 1, 2000).
(xxi) Form of Non-Qualified Stock Option dated
September 21, 2000 with Chief Executive Officer
and other executive officers.*
(xxii) Form of Non-Qualified Stock Option dated
September 21, 2000 with Chief Financial Officer.*
(xxiii) Form of September 21, 2000 Non-Qualified Stock Option
granted to non-management Directors.*
(xxiv) Form of Letter of Deferral of 2001 Salary and Bonus
Award.*
(xxv) Form of Agreement for Deferral of 2000 Annual
Cash Bonus.*
(xxvi) Forms for Deferral Elections under the Deferred
Compensation Plan for Non-Management Directors.*
(xxvii) Form of Payment Election Form for Supplemental
Executive Retirement Plan.*
(xxviii) Excerpt of March 16, 2000 Human Resources Committee
meeting minutes amending 1998 Leveraged Incentive
Plan.*
(xxix) Form of Letter of Deferral of Potential 1998
Leveraged Incentive Plan Award.*
(xxx) Form of Letter of Deferral of Potential Executive
Incentive Compensation Plan Award for Chief
Executive Officer and Chief Financial Officer.*
(xxxi) 2000 Leveraged Incentive Plan, adopted effective
October 1, 2000.*
(xxxii) Group Personal Excess Liability Insurance Plan
adopted May 24, 1999.*
(xxxiii) Forms of Executive Savings Investment Plan Deferral
and Payment Election Form for Chief Executive
Officer and other participants.*
(xxxiv) Form of Letter of Deferral of Potential Management
Continuity Severance Benefits.*
(xxxv) Resolutions dated July 22, 1999 and March 16, 2000
amending the Grantor Trust.*
(xxxvi) Consent and Agreement between Ralston Purina Company,
Agribrands International, Inc. and Cargill,
Incorporated dated December 1, 2000.
(xxxvii) 2000 Restricted Stock Award Agreement with Chief
Executive Officer.*
(xxxviii) 2000 Restricted Stock Award Agreement with Chairman
of the Board.*
(xxxix) Ralston Purina Company 1996 Incentive Stock Plan,
incorporated by reference to Exhibit B of the
Ralston Purina Company Notice of Annual Meeting
and Proxy Statement dated December 15, 1995.*
(xl) Ralston Purina Company 1999 Incentive Stock Plan,
incorporated by reference to Exhibit A of the
Ralston Purina Company Notice of Annual Meeting
and Proxy Statement dated December 11, 1998.*
(13) Pages 12 through 49 of the Ralston Purina Company Annual Report to
Shareholders 2000, which are incorporated herein by reference,
are filed herewith.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule.
27.i Financial Data Schedule for 2000 Annual Period
27.ii Restated Financial Data Schedule for three month
period ended December 31, 1999
27.iii Restated Financial Data Schedule for 1999 Annual Period
Restated Financial Data Schedule for nine month period ended
June 30, 1999
Restated Financial Data Schedule for six month period ended
March 31, 1999
Restated Financial Data Schedule for three month period ended
December 31, 1998
27.iv Restated Financial Data Schedule for 1998 Annual Period
* Denotes a management contract or compensatory plan or arrangement.
2. A Current Report on Form 8-K dated July 24, 2000 was filed by the
Company to announce its decision to exchange for cash its 7% Exchangeable
Notes ("SAILS") due August 1, 2000, pursuant to the provisions of the
SAILS. The Report also disclosed an amendment to the Shareholder
Agreement with Interstate Bakeries Corporation ("IBC") and a Share
Purchase Agreement with IBC regarding the sale by the Company of a
certain amount of shares of IBC Common Stock to IBC.
FINANCIAL STATEMENT AND SCHEDULES
The consolidated financial statements of the Registrant have been incorporated
by reference under Item 8. Financial statements of the entities in which
Registrant's ownership interest is 50% or less have been omitted because, in the
aggregate, they are not significant.
Schedules not included have been omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RALSTON PURINA COMPANY
By: /s/ W. P. McGinnis
------------------------------
W. P. McGinnis
Chief Executive Officer
and President
Date: December 21, 2000
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on December 21, 2000, by the following persons on behalf
of the registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ W. P. McGinnis
------------------------------- Director and Chief Executive Officer
W. P. McGinnis and President
/s/ James R. Elsesser
------------------------------- Vice President, Chief Financial
James R. Elsesser Officer and Treasurer
/s/ Anita M. Wray
------------------------------- Vice President and Controller
Anita M. Wray
/s/ William P. Stiritz
------------------------------- Chairman of the Board
William P. Stiritz of Directors
/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
<PAGE>
/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/ Katherine D. Ortega
-------------------------------- Director
Katherine D. Ortega
/s/ Ronald L. Thompson
-------------------------------- Director
Ronald L. Thompson
EXHIBIT INDEX
--------------
Exhibits
--------
EX-3.ii The Bylaws of Ralston Purina Company, as amended
November 16, 2000
EX-10 Material Contracts
10.xxi Form of Non-Qualified Stock Option dated
September 21, 2000 with Chief Executive Officer
and other executive officers.
10.xxii Form of Non-Qualified Stock Option dated
September 21, 2000 with Chief Financial Officer.
10.xxiii Form of September 21, 2000 Non-Qualified Stock
Option granted to non-management Directors.
10.xxiv Form of Letter of Deferral of 2001 Salary
and Bonus Award.
10.xxv Form of Agreement for Deferral of 2000
Annual Cash Bonus.
10.xxvi Forms for Deferral Elections under the Deferred
Compensation Plan for Non-Management Directors.
10.xxvii Form of Payment Election Form for Supplemental
Executive Retirement Plan.
10.xxviii Excerpt of March 16, 2000 Human Resources
Committee meeting minutes amending 1998
Leveraged Incentive Plan.
10.xxix Form of Letter of Deferral of Potential 1998
Leveraged Incentive Plan Award.
10.xxx Form of Letter of Deferral of Potential
Executive Incentive Compensation Plan Award for
Chief Executive Officer and Chief Financial
Officer.
10.xxxi 2000 Leveraged Incentive Plan, adopted effective
October 1, 2000.
10.xxxii Group Personal Excess Liability Insurance Plan
adopted May 24, 1999.
10.xxxiii Forms of Executive Savings Investment Plan
Deferral and Payment Election Form for Chief
Executive Officer and other participants.
10.xxxiv Form of Letter of Deferral of Potential
Management Continuity Severance Benefits.
10.xxxv Resolutions dated July 22, 1999 and
March 16, 2000 amending the
Grantor Trust.
10.xxxvi Consent and Agreement between Ralston Purina
Company, Agribrands International, Inc. and
Cargill, Incorporated dated December 1, 2000.
10.xxxvii 2000 Restricted Stock Award Agreement with Chief
Executive Officer.
10.xxxviii 2000 Restricted Stock Award Agreement with
Chairman of the Board.
EX-13 Pages 12 through 49 of the Ralston Purina Company Annual Report
to Shareholders 2000
EX-21 Subsidiaries of the Registrant
EX-23 Consent of Independent Accountants
EX-27 Financial Data Schedule
27.i Financial Data Schedule for 2000 Annual Period
(provided electronically)
27.ii Restated Financial Data Schedule for three month period
ended December 31, 1999
(provided electronically)
27.iii Restated Financial Data Schedule for 1999 Annual Period
Restated Financial Data Schedule for nine month period
ended June 30, 1999
Restated Financial Data Schedule for six month period
ended March 31, 1999
Restated Financial Data Schedule for three month period
ended December 31, 1998
(provided electronically)
27.iv Restated Financial Data Schedule for 1998 Annual Period
(provided electronically)
Exhibit 27.i
27.ii
27.iii
27.iv
(Documents prepared on Edgar)
