SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 24, 2000
RALSTON PURINA COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI 1-4582 No.43-0470580
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63164
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(Address of Principal Executive Offices) (Zip Code)
(314) 982-1000
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On July 24, 2000, the Company issued the following press release:
"St. Louis, Missouri, July 24, 2000 Ralston Purina Company (NYSE: RAL) today
announced that it will exchange for cash its 7% Exchangeable Notes ("SAILS") due
August 1, 2000, pursuant to the provisions of the SAILS. The SAILS, or Stock
Appreciation Income Linked Securities, are listed on the New York Stock
Exchange under the symbol "IBX".
In addition, Ralston announced that it has signed an agreement with Interstate
Bakeries Corporation (NYSE: IBC) to sell a total of 15,498,000 shares of IBC
Common Stock to IBC by September 1, 2000. The Company and IBC have amended
their Shareholder Agreement, first entered into in July 1995, to authorize the
sale of shares to IBC and to eliminate a provision that would have required
Ralston to reduce its stake in IBC to no more than 20 percent of outstanding
shares as of September 30, 2000.
Ralston's equity investment in IBC relates to the July 1995 sale of its
Continental Baking Company subsidiary to IBC for cash and stock in IBC.
Ralston Purina Company is the world's largest manufacturer of dry dog and dry
and soft-moist cat foods, and a leading manufacturer of cat box filler in the
United States and Canada."
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 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.
10.2 Share Purchase Agreement between Ralston Purina
Company and Interstate Bakeries Corporation dated
July 24, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RALSTON PURINA COMPANY
By: /s/ James R. Elsesser
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James R. Elsesser
Vice President, Chief Financial Officer
and Treasurer
Dated: July 25, 2000
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Index of Exhibits
10.1 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.
10.2 Share Purchase Agreement between Ralston Purina
Company and Interstate Bakeries Corporation dated
July 24, 2000.
