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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 1, 2000
PURINA MILLS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-66606 76-0407288
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1401 South Hanley Road, St. Louis, Missouri 63144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 768-4100
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________________________________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 1, 2000, the Board of Directors of Purina Mills, Inc.
(the "Company") adopted Amendment No. 1 (the "Amendment") to the Rights
Agreement, dated as of June 29, 2000 (the "Rights Agreement"), between the
Company and Wells Fargo Bank Minnesota, N.A. (f/k/a Norwest Bank Minnesota,
N.A.), as rights agent. The Amendment provides that GSCP Recovery, Inc. ("GSCP")
shall not be deemed to be an Acquiring Person (as defined in the Rights
Agreement) unless and until such time as GSCP shall have become the Beneficial
Owner (as defined in the Rights Agreement) of a percentage of the Company's
common shares then outstanding that exceeds the percentage acquired by GSCP as a
result of distributions pursuant to the Company's bankruptcy proceedings plus
10%. The Amendment also provides that no other person will be deemed an
Acquiring Person under the rights agreement unless and until such time as any
such person shall have become the Beneficial Owner of 25% of the Company's
then-outstanding common shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
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Exhibit
Number Exhibit
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99.1 Press release, dated December 4, 2000
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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, hereunto duly authorized.
PURINA MILLS, INC.
By: /s/ Darrell D. Swank
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Name: Darrell D. Swank
Title: Executive Vice President,
Chief Financial Officer and
Secretary
Dated: December 6, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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99.1 Press release, dated December 4, 2000
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