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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0470580
(State of incorporation) (IRS Employer Identification No.)
Checkerboard Square
St. Louis, Missouri 63164
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Rights to Purchase Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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The undersigned registrant hereby amends and supplements Items 1 and 2
of its Registration Statement on Form 8-A (File No. 001-04582) filed with the
Securities and Exchange Commission (the "Commission") on March 29, 1996, as
previously amended by Form 8-A/A filed with the Commission on January 21, 1999.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We have amended our rights agreement so that our recently announced
merger with Nestle Holdings, Inc. does not cause the rights to separate from our
common shares or permit our stockholders to exercise the rights. A complete
description of the amendment to our rights agreement is set forth below.
AMENDMENT TO THE RIGHTS AGREEMENT. On January 15, 2001, Ralston Purina
Company (the "Company") and Wells Fargo Bank Minnesota, N.A., successor to
Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), entered into
Amendment No. 1 (the "Amendment") to the Rights Agreement effective as of March
28, 1996, as amended by the First Amended Rights Agreement effective as of May
28, 1998 (as so amended, the "Rights Agreement"), between the Company and the
Rights Agent. The Amendment provides, among other things, that neither Nestle
Holdings, Inc., a Delaware corporation ("Nestle"), nor Newco Merger Company, a
Missouri corporation and a direct wholly owned subsidiary of Nestle ("Sub"), nor
any of Nestle's Affiliates or Associates will become an Acquiring Person as a
result of the approval, execution, delivery or performance of the Agreement and
Plan of Merger, dated as of January 15, 2001 (the "Nestle Merger Agreement"),
among Nestle, Sub and the Company, or the consummation of the transactions
contemplated thereby.
In addition, the Amendment amends Sections 1(y) and 3(a) of the Rights
Agreement to provide that notwithstanding any other provision of the Rights
Agreement, (i) a Shares Acquisition Date will not occur or be deemed to occur as
a result of the approval, execution, delivery or performance of the Nestle
Merger Agreement, or the consummation of the transactions contemplated thereby,
and (ii) a Distribution Date will not occur or be deemed to occur as a result of
the approval, execution, delivery or performance of the Nestle Merger Agreement,
or the consummation of the transactions contemplated thereby. The Amendment also
provides that the Rights will cease to be exercisable immediately prior to the
effective time of the merger.
The Amendment is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of such exhibit.
ITEM 2. EXHIBITS.
1. Amendment No. 1, dated as of January 15, 2001, to the Rights Agreement
effective as of March 28, 1996, as amended by the First Amended Rights
Agreement effective as of May
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28, 1998, between Ralston Purina Company and Wells Fargo Bank Minnesota, N.A.,
successor to Norwest Bank Minnesota, N.A., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: January 16, 2001
RALSTON PURINA COMPANY
By: /s/ Stanley M. Rea
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Name: Stanley M. Rea
Title: Vice President and
General Counsel
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EXHIBITS
1. Amendment No. 1, dated as of January 15, 2001, to the Rights Agreement
effective as of March 28, 1996, as amended by the First Amended Rights
Agreement effective as of May 28, 1998, between Ralston Purina Company
and Wells Fargo Bank Minnesota, N.A., successor to Norwest Bank
Minnesota, N.A., as Rights Agent.
