<PAGE> 1
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 (Date of earliest event reported): January 15, 2001
RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation)
1-4582 43-0470580
(Commission File No.) (IRS Employer Identification No.)
Checkerboard Square
St. Louis, Missouri 63164
(Address of principal executive offices, including ZIP code)
(314) 982-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 16, 2001, Ralston Purina Company ("Ralston") and
Nestle Holdings, Inc. ("Nestle") announced that they have entered into a merger
agreement under which Nestle will acquire Ralston for $33.50 in cash for each
share of common stock of Ralston. The transaction is structured as a merger of a
subsidiary of Nestle with and into Ralston and is subject to the approval of
Ralston stockholders as well as regulatory and other customary conditions. In
connection with this transaction, Nestle S.A. has executed a guarantee of the
obligations of Nestle under the merger agreement.
Copies of the merger agreement, guarantee and press release
announcing this transaction are attached as exhibits hereto and are incorporated
herein by reference. This summary is qualified by reference to the exhibits
attached hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 15,
2001, among Nestle Holdings, Inc., Newco Merger
Company and Ralston Purina Company.
2.2 Letter of Guarantee, dated as of January 15, 2001, to
Nestle Holdings, Inc. and Ralston Purina Company by
Nestle S.A. of the obligations of Nestle Holdings,
Inc. under the Agreement and Plan of Merger.
99.1 Press Release, dated as of January 16, 2001, jointly
issued by Nestle Holdings, Inc. and Ralston Purina
Company.
<PAGE> 3
SIGNATURE
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 thereunto duly authorized.
Dated: January 16, 2001
RALSTON PURINA COMPANY
By: /s/ Stanley M. Rea
-------------------------------
Name: Stanley M. Rea
Title: Vice President and
General Counsel
-2-
<PAGE> 4
EXHIBIT LIST
Exhibit Description
No.
2.1 Agreement and Plan of Merger, dated as of January 15, 2001,
among Nestle Holdings, Inc., Newco Merger Company and Ralston
Purina Company.
2.2 Letter of Guarantee, dated as of January 15, 2001, to Nestle
Holdings, Inc. and Ralston Purina Company by Nestle S.A. of
the obligations of Nestle Holdings, Inc. under the Agreement
and Plan of Merger.
99.1 Press Release, dated as of January 16, 2001, jointly issued by
Nestle Holdings, Inc. and Ralston Purina Company.
-3-
