SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 1-4582
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the Plan
Administrator of the Ralston Purina
Company Savings Investment Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Ralston Purina Company Savings Investment Plan at December
31, 1999 and 1998, and the changes in net assets available for plan benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules included in
Attachments I and II are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 7, 2000
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<TABLE>
<CAPTION>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31
(DOLLARS IN THOUSANDS)
1999 1998
---- ----
<S> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE (NOTE 2)
Short-term investments $ 2,188 $ 603
Shares in registered investment company 139,468 138,577
Vanguard Index Trust - 500 Portfolio 115,837* 83,664*
Common stock-RAL Stock 483,603* 636,085*
Common stock-Agribrands - 2,720
Notes receivable from participants 24,389 29,354
--------- --------
TOTAL INVESTMENTS 765,485 891,003
INSURANCE COMPANY CONTRACTS, AT CONTRACT VALUE (NOTE 2) 43,844 39,607
INTEREST AND DIVIDENDS RECEIVABLE 11 2
-------- --------
TOTAL ASSETS 809,340 930,612
LIABILITIES
Accrued plan expenses 156 45
-------- ---------
TOTAL LIABILITIES 156 45
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $809,184 $930,567
========= ========
See Notes to Financial Statements
* Investment represents 5% or more of Plan's net assets.
</TABLE>
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<TABLE>
<CAPTION>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31
(DOLLARS IN THOUSANDS)
1999 1998
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income $ 25,656 $ 36,497
Net realized and unrealized gain in investments - 76,986
---------- --------
25,656 113,483
Contributions
Employer 4,263 23,884
Employee 36,597 28,761
---------- --------
40,860 52,645
Other additions 76 116
---------- --------
TOTAL ADDITIONS 66,592 166,244
---------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Net realized and unrealized loss in investments 70,718 -
Benefits paid 65,601 120,240
ESOP interest expense - 3,219
Administrative expenses 278 171
Asset transfers out 51,378 6,177
---------- --------
TOTAL DEDUCTIONS 187,975 129,807
---------- --------
Net Increase/(Decrease) (121,383) 36,437
---------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 930,567 894,130
---------- --------
End of year $ 809,184 $930,567
========== ========
See Notes to Financial Statements
</TABLE>
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RALSTON PURINA COMPANY
----------------------
SAVINGS INVESTMENT PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - DESCRIPTION OF THE PLAN
--------------------------------------
The following is a summary description of the Ralston Purina Company Savings
Investment Plan (the Plan) and provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
GENERAL - The Plan is a defined-contribution plan, established for the purpose
of enabling employees to enhance their long-range financial security through
regular savings with the benefit of Ralston Purina Company (the Company)
matching contributions.
The Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). However, benefits under the Plan are
not eligible for plan termination insurance provided by the Pension Benefit
Guaranty Corporation under Title IV of ERISA. It is the Company's intent that
the Plan meet the requirements of Section 404(c) of ERISA. Section 404(c)
relieves plan fiduciaries of liability for losses that are the direct and
necessary result of the participant's exercise of control over assets in the
participant's savings plan account.
PLAN PARTICIPATION - Participation in the Plan is open to substantially all
regular full and part-time domestic employees of the Company and its designated
subsidiaries, including certain internationally assigned employees who are
subject to U. S. Federal Insurance Contributions Act tax. Participants may
contribute to the Plan upon enrollment; however, one year of covered service is
required in order to receive Company matching contributions (see "Contributions"
below).
CONTRIBUTIONS - Effective January 1, 1999, significant changes were made to the
Plan's contribution structure. As of this date, participants can contribute
from 1% to 14% of their compensation in 1% increments on a before-tax basis,
subject to Internal Revenue Service (IRS) limits. Before-tax contributions not
exceeding 4% of the participant's compensation will be matched 25% by the
Company. One year of covered service is required in order to receive Company
matching contributions.
A participants' after-tax contributions of 1% or 1.75% of compensation receive a
Company match of 300% that is credited to a participant's PensionPlus Match
Account in the Ralston Purina Retirement Plan, the Company's non-contributory
defined benefit pension plan covering substantially all domestic employees. One
year of covered service is required in order to receive the Company match in the
PensionPlus Match Account. Participants may also contribute an additional 1% to
22% of their compensation on an after-tax basis that is not matched by the
Company, subject to IRS and Plan limits.
Combined before-tax and after-tax participant contributions may not exceed
23.75% of compensation, as limited by federal income tax laws and Plan terms.
The total of before-tax, after-tax and Company matching contributions allocated
to participants' accounts is limited to the lesser of $30,000 or 25% of the
participants' compensation for the calendar year.
Prior to January 1, 1999, participants could make basic contributions of 2% to
12% of their compensation in 1% increments on a before-tax basis, subject to
certain limits imposed by the IRS and Plan terms. For employees first hired
before July 1, 1993, basic contributions not exceeding 6% of the participant's
compensation were matched 100% by the Company after one year of covered service.
For employees first hired on or after July 1, 1993, after one year of covered
service, the Company matched basic contributions of 2% to 6% by initially
contributing 20% of the maximum Company match, increasing in 20% increments for
each additional year of service up to a maximum of 100% of the maximum Company
match after five years of service.
Participants could also make supplemental after-tax, unmatched contributions of
1% to 10% of their compensation in 1% increments, subject to certain IRS limits
and Plan terms. Participant contributions, both before-tax and after-tax, could
not exceed 15% of their compensation. The Company imposed, on highly
compensated employees, a before-tax contribution limit of 10% and a supplemental
after-tax contribution limit of 4%.
INVESTMENT OPTIONS - All participant contributions are invested at the
participant's direction in the investment funds offered by the Plan and selected
by the participant. Effective April 22, 1999, the RAL Stock Fund and the ESOP
Common Stock Fund were combined into a single fund, the Ralston ESOP Common
Stock Fund. The 25% Company match on the participant's first 4% of before-tax
contributions is directed to this fund. A participant's investments in this
merged fund are fully diversifiable into other funds within the Plan.
Participants may also transfer amounts from other investment funds into the
Ralston ESOP Common Stock Fund.
The leveraged employee stock ownership plan (ESOP), a 10-year program, was
available for participation beginning February 1, 1989, following the creation
of the ESOP Preferred Stock Fund (ESOP Fund). Beginning February 1, 1989 and
ending December 31, 1998, a participant's basic contribution of up to 6% of
compensation and the Company matching contribution thereon were invested in the
ESOP Fund. The ESOP Fund invested exclusively in Series A 6.75% ESOP
Convertible Preferred Stock of the Company (Preferred Stock). See Note 3 for
further discussion of the ESOP Fund.
Through Plan year 1998, basic contributions in excess of 6% and supplemental
after-tax contributions were invested by the Trustee at the participant's
direction, in the investment funds offered by the Plan and selected by the
participant. Participants could allocate the investment of these contributions
to any of the investment funds maintained pursuant to the Plan except the ESOP
Fund and the Agribrands Common Stock Fund. See Notes 3 and 6, respectively, for
further discussion of the ESOP Common Stock Fund and the Agribrands Common Stock
Fund.
VESTING - Employee before-tax and after-tax contributions and earnings thereon
vest immediately, while Company matching contributions and earnings thereon vest
over a period of four years at a rate of 25% per year for each year of Company
service. Participants are 100% vested in Company matching contributions and
earnings thereon after 4 years of service. In the event of a participant's
retirement, death, or total and permanent disability, Company contributions and
earnings thereon become 100% vested, even if the participant has rendered fewer
than 4 years of service.
PLAN WITHDRAWALS - Plan withdrawals of before-tax contributions may be made
prior to termination or retirement for cases of financial hardship or at the age
of 59 1/2. Hardship distributions are limited to the amount required to meet
the need created by the hardship and are made at the discretion of the Plan
administrator (see "Plan Administration" below). After-tax contributions and
earnings thereon may be withdrawn at any time.
PARTICIPANT LOANS - Participants may borrow from their accounts subject to the
provisions of the Plan. Loans are limited in the aggregate to the lesser of
$50,000 or 50% of the vested amount in the participant's account, reduced by
other outstanding participant loan balances on the date of the loan. The
minimum loan amount is $1,000. Participants pay interest on such loans, at a
fixed rate of 1 percentage point above the prime rate on the date of the loan.
Participant loans can be short or long-term, up to a maximum loan period of 5
years for general purpose loans and 10 years for the purchase of a principal
residence. Loan repayments are made through payroll deduction each pay period.
A promissory note in the amount of the loan must be delivered to the Trustee,
and, in the event of the participant's termination, the unpaid balance and
accrued interest become due immediately and payable in full.
FORFEITURES - Upon the participant's termination of employment, any Company
matching contributions and the earnings thereon which are not vested will be
forfeited, but will be restored and eligible for additional vesting if the
participant again becomes an eligible employee within five years after
termination and completes additional years of service. Forfeitures, net of
amounts restored, are used to reduce future Company contributions required under
the Plan. Forfeitures were $128,000 and $190,000 for the years ended December
31, 1999 and 1998, respectively.
PLAN ADMINISTRATION - The Plan is administered by the Company. Management of
Plan assets is under the direction of the Company's Employee Benefit Asset
Investment Committee (EBAIC). Members of the EBAIC are Company employees and
are appointed by the Company's Chief Executive Officer. Vanguard Fiduciary
Trust Company is Trustee of the funds and assets of the Plan; however, Bankers
Trust Company served as Trustee of the ESOP Fund until February 4, 1999 (see
Note 6 for further discussion). As Trustee, Vanguard Fiduciary Trust Company
has the authority to hold, manage and protect the assets of the Plan in
accordance with the provisions of the Plan and the trust agreements.
PLAN TERMINATION - The Company may, by action of its Board of Directors,
terminate the Plan with respect to all participating companies. In case of such
termination, participants shall be fully vested in Company matching
contributions credited to their accounts and, subject to Plan provisions and
applicable law, the total amount in each participant's account shall be
distributed to the participant or for the participant's benefit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------
The significant accounting policies followed by the Plan are described below:
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared using
the accrual basis of accounting such that income and related assets, and
expenses and related liabilities are recognized in the Plan year to which they
relate.
INVESTMENT VALUATION - The Plan's investments are stated at fair value, except
for insurance company contracts, which are stated at contract value. Shares of
registered investment companies are valued at quoted market prices, which
represent the net asset value of shares held by the Plan at year end. Company
common stock (RAL Stock) and Agribrands International, Inc. common stock are
recorded at fair value, based on the closing market price of the stock on the
last business day of the Plan year. Notes receivable from participants are
valued at cost, which approximates fair value.
Investments with insurance companies are all benefit-responsive investment
contracts reported at contract value, which approximates fair value. Contract
value represents contributions made under the contract, plus earnings, less Plan
withdrawals and administrative expenses. There are no valuation reserves
against contract value for the credit risk of the contract issuer or otherwise.
The average yield for the investment contracts was 6.4% and 6.5% for the years
ended December 31, 1999 and 1998, respectively. The weighted average crediting
rate for these contracts was 6.5% at December 31, 1999 and 1998. The crediting
rate is based on an agreed upon rate with the issuer, but cannot be less than
zero.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term could materially affect the amounts reported in the Statement
of Net Assets Available for Plan Benefits.
Investments that represent 5 percent or more of the Plan net assets are
separately identified in the "Statement of Net Assets Available for Plan
Benefits".
INCOME RECOGNITION - Interest income is recognized when earned and dividend
income is recognized on the date of record. Realized gains and losses are
determined using the average cost method.
BENEFIT PAYMENTS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, and revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) PROVISION
---------------------------------------------------------------
The Company authorized shares of Preferred Stock to be held by the Ralston
Purina Collective Trust for Savings Investment Plan (ESOT). The Preferred Stock
assets of the Plan were held in the ESOT until the Preferred Stock was converted
to RAL Stock on December 31, 1998, in accordance with terms of the Preferred
Stock and terms of the Plan. Just prior to the close of business on December
31, 1998, 2,207,135 remaining issued and outstanding shares of Preferred Stock
in the ESOP Fund were converted into RAL Stock at a rate of 7.12 shares of RAL
Stock for one share of Preferred Stock. The ESOP Fund was renamed the ESOP
Common Stock Fund and participant accounts were credited with RAL Stock in
accordance with the conversion of the Preferred Stock. Beginning January 1,
1999, participants could transfer out of the ESOP Common Stock Fund into other
funds within the Plan at their discretion, subject to certain diversification
restrictions on Company matching contributions and earnings thereon. Effective
April 22, 1999, the ESOP Common Stock Fund merged with the RAL Stock Fund and
the diversification restrictions were removed. (See Note 1 for further
discussion.)
Prior to December 31, 1998, the Preferred Stock was convertible into RAL Stock
and had a guaranteed minimum value of $110.83 per share. In accordance with
provisions of the Certificate of Designation of the Preferred Stock, one share
of Preferred Stock was convertible into 7.12 shares of RAL Stock.
Financing for the purchase of the Preferred Stock was provided from the proceeds
of a $500 million 8.25% fixed rate, 10-year private placement issue (ESOP Notes)
by the ESOT, which matured on December 31, 1998. Semi-annual payments of $27.5
million were made during the Plan year ended December 31, 1998. Payment of
principal and interest on the ESOP Notes was unconditionally guaranteed by the
Company.
Shares of Preferred Stock were allocated to individual participants' accounts
based on the total amount of basic matched and Company matching contributions
divided by the guaranteed minimum value of the Preferred Stock. Dividends paid
by the Company on the Preferred Stock that were credited to participants'
accounts may have been used by the Plan to repay the ESOP Notes, and, if so,
additional shares equal in value to the dividends credited, were allocated to
the individual participants' accounts. If the dividends were not applied to
loan payments, the dividends were paid directly in cash to the individual
participants.
NOTE 4 - RELATED PARTY AND PARTY-IN-INTEREST
--------------------------------------------------
The Company, as Plan administrator and sponsor, is a related party to the Plan.
At December 31, 1999 and 1998, the Plan held shares of RAL Stock with a market
value of $483,603,000 and $636,085,000, respectively.
For Plan years ended December 31, 1999 and 1998, the Plan purchased $212,057,000
and $37,027,000, respectively, and sold $408,838,000 and $85,219,000,
respectively, of RAL Stock. On December 31, 1998, the Plan converted
$508,767,000 of Preferred Stock to RAL Stock, and then deposited the RAL Stock
into the ESOP Common Stock Fund (see Note 3 for further discussion). Exclusive
of the foregoing transaction, for the Plan year ended December 31, 1998, the
Plan converted $68,959,000 of Preferred Stock to RAL Stock; and sold $63,961,000
of the converted RAL Stock to the Company.
Vanguard Fiduciary Trust Company and Bankers Trust Company, as Trustees of the
Plan's assets, are parties-in-interest as defined by ERISA. For Plan assets
managed by Vanguard, the Plan held $257,493,000 and $222,844,000 of investment
funds and short-term investments at December 31, 1999 and 1998, respectively.
Of these investments, the Plan purchased $177,022,000 and $129,327,000 and sold
$112,620,000 and $54,988,000 for the Plan years ended December 31, 1999 and
1998, respectively. For Plan assets managed by Bankers Trust Company through
February 4, 1999, which had a zero balance at December 31, 1998, the Plan
purchased and sold $104,235,000 for the Plan year ended December 31, 1998.
These transactions are exempt party-in-interest transactions.
NOTE 5 - INCOME TAX STATUS
-------------------------------
The Plan has received a determination letter from the IRS dated March 11, 1996
that the Plan constitutes a qualified plan and that the trust holding the Plan's
assets is exempt from income tax under the Internal Revenue Code of 1986, as
amended. Participants' before-tax contributions, Company matching contributions
and earnings of Plan investments are not subject to federal income tax until
distributed from the Plan. Contributions made from a participant's after-tax
compensation are therefore not taxed when distributed from the Plan. Earnings
related to these after-tax contributions are not subject to federal income tax
as long as they remain in the Plan; however, such earnings are taxed when
distributed from the Plan.
NOTE 6 - OTHER MATTERS
--------------------------
On November 1, 1999, the Company completed the sale of its Energizer Power
Systems Original Equipment Manufacturers' (OEM) rechargeable battery business to
Moltech Corporation (Moltech). On November 9, 1999, the Plan transferred the
net assets available for participants of $51,378,000 associated with Moltech
employees to the Moltech Power Systems, Inc. Savings Investment Plan, and these
employees are no longer participants in the Ralston Plan.
Commencing with the dividend payable on June 7, 1999, dividends earned on the
Ralston ESOP Common Stock Fund are passed through to Plan participants until
further notice and may not be reinvested in the Plan. For federal income tax
purposes, the dividend pass through is considered deductible by the Company and
taxable to participants.
With the conversion of the Preferred Stock to RAL Stock, Vanguard Fiduciary
Trust Company became trustee of these converted shares. Bankers Trust Company's
role as trustee was terminated on February 4, 1999 after exercising the voting
rights associated with the Preferred Stock.
On April 1, 1998, the Company effected a spin-off to shareholders of its
Agricultural Products business (Agri). The new company is Agribrands
International, Inc. Just prior to the close of business on March 31, 1998, Agri
participants' shares of Preferred Stock in the ESOP Fund were mandatorily
converted into RAL Stock, in accordance with the terms of the Preferred Stock,
and placed into the RAL Stock Fund. Subsequently, Agri employees' Plan assets,
including shares of Company stock in the RAL Stock Fund, were transferred to the
Agribrands International, Inc. qualified 401(k) plan, in accordance with IRS
regulations. As of the date these assets were transferred, Agri employees are
no longer participants of the Plan.
In conjunction with the spin-off, the conversion ratio for Preferred Stock
changed from 2.29 shares of RAL Stock for one share of Preferred Stock to 2.37
shares. Additionally, as of April 1, 1998, all participants of the Plan's RAL
Stock Fund became entitled to receive, and later received, one share of
Agribrands International, Inc. common stock for every 10 shares of RAL Stock
held. Participants were required to sell the remaining Agribrands
International, Inc. common stock received and still held in the Plan by March
31, 1999, and could transfer the proceeds to any other fund within the Plan,
except to the ESOP Fund through December 31, 1998.
On May 28, 1998, the Company declared a three-for-one stock split to
shareholders of record at the close of business on June 22, 1998. Employee
shareholders who were participants in the RAL Stock Fund of the Plan received
two additional shares of RAL Stock for each share then owned. These additional
shares were credited to the participants' accounts on July 15, 1998. In
conjunction with this stock split, the conversion ratio for Preferred Stock
changed from 2.37 shares of RAL Stock for one share of Preferred Stock to 7.12
shares.
NOTE 7 - SUBSEQUENT EVENT
-----------------------------
On April 1, 2000, the Company effected a spin-off of its Battery Products
Business (Energizer). In conjunction with the spin-off, Energizer created the
Energizer Savings Investment Plan. The net assets available to plan
participants associated with Energizer employees were transferred to the
Energizer Savings Investment Plan, and these individuals are no longer
participants in the Ralston Plan.
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<CAPTION>
ATTACHMENT I
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
EIN 43-0470580 PLAN NO. 140
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
(b) Identity of Issue,
Borrower, Lessor, (c) Description of Investment Including
or Similar Maturity Date, Rate of
Party Interest, Collateral, (e) Current
(a) Par, or Maturity Value (d) Cost value
--- --------------------- ------------------------------------- -------- ---------
* Vanguard Group Money Market Reserve Fund -
Prime Portfolio $ 2,188 $ 2,188
* Vanguard Group Short-Term Corporate Bond Fund 13,871 13,796
* Vanguard Group Index Trust - 500 Portfolio 70,110 115,837
* Vanguard Group Money Market Reserve Fund -
Federal Portfolio 20,383 20,383
* Vanguard Group Wellington Fund 29,203 28,918
* Vanguard Group Windsor II Fund 36,231 33,363
* Vanguard Group International Growth Portfolio 14,858 19,308
* Vanguard Group Investment Contract Trust Fund (Retire.
Savings Trust) - -
* Vanguard Group Small Cap Index Fund 11,714 13,428
* Vanguard Group LifeStrategy Conservative Growth Fund 1,591 1,615
* Vanguard Group LifeStrategy Growth Fund 4,198 4,553
* Vanguard Group LifeStrategy Income Fund 1,129 1,114
* Vanguard Group LifeStrategy Moderate Growth Fund 2,856 2,990
------- --------
Total Investment in Shares in
Registered Investment Company 208,332 257,493
Agribrands Common Stock - -
* Ralston Purina Company Common Stock 285,844 483,603
-------- --------
Total Investment in Common Stock 285,844 483,603
Deutsche Bank Insurance Contract Separate Account 3,612 3,612
Natwest Insurance Contract Separate Account 4,813 4,813
New York Life Insurance Contract Separate Account 3,162 3,162
Peoples Security Life Insurance Contract Separate Account 3,184 3,184
Union Bank Switzerland Insurance Contract Separate Account 10,028 10,028
West Landesbank Insurance Contract Separate Account 9,269 9,269
Rabobank Insurance Insurance Contract Separate Account 3,006 3,006
Rabobank Nederland Insurance Contract Separate Account 6,770 6,770
-------- --------
Total Insurance Company Contracts 43,844 43,844
Participants Notes Receivable from Participants
(6% to 13% interest) 24,389 24,389
-------- --------
$562,409 $809,329
======== ========
</TABLE>
* Investment represents allowable transaction with a party-in-interest.
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT II
SCHEDULE OF REPORTABLE TRANSACTIONS *
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN (EIN 43-0470580)
YEAR ENDED DECEMBER 31, 1999
<S> <C> <C> <C> <C>
(b) Description of Asset
(a) Identity of (Include interest rate (c) Purchase (d) Selling (e) Lease
Party Involved and maturity in the case of Price Price Rental
a loan)
---------------- ---------------------------- ------------ ----------- -----------
Vanguard Group Vanguard Index Trust -
500 Portfolio $ 50,882,766 $ - $ -
Vanguard Group RAL Stock $ 212,057,394
Vanguard Group RAL Stock 408,838,474
<S> <C> <C> <C>
(f) Expense (g) Cost (h) Current Value
Incurred with Of Asset Of Asset On (i) Net
Transaction Transaction Date Gain(Loss)
--------------- -------------- ------------------ ------------
$ - $ 50,882,766 $ 50,882,766 $ -
$ 212,057,394 $ 212,057,394
232,326,438 408,838,474 176,512,036
</TABLE>
* Transactions or a series of transactions in excess of 5% of the current value
of the Plan's assets as of the beginning of the plan year as defined in
section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, Ralston
Purina Company as Plan Administrator of the Savings Investment Plan, has duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
RALSTON PURINA COMPANY
By: /s/ C.S. Sommer
----------------------------
C. S. Sommer, Vice President
and Director, Administration
Ralston Purina Company
June 28, 2000
i:\sec\11k\06200011k.doc
<PAGE>
EXHIBIT INDEX
Exhibits
----------
23 Consent of Independent Accountants
(provided electronically)
