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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PURINA MILLS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
746276104
(CUSIP Number)
TYE G. DARLAND
KOCH INDUSTRIES, INC.
4111 EAST 37TH STREET NORTH
WICHITA, KS 67220
(316) 828-8623
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 16, 2000
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 746276104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Koch Agriculture Company
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
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(b) X
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3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Nebraska
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 516,668
8. Shared Voting Power 0
9. Sole Dispositive Power 516,668
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
516,668
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
5.2%
14. Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
Shares of Common Stock, $0.01 par value (the "Common Stock") of
Purina Mills, Inc., a Delaware corporation ("Purina"), with principal address
of 1401 South Hanley Street, St. Louis, Missouri 63114.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement is Koch Agriculture Company, a
Nebraska corporation ("KAC"). KAC is an indirect wholly-owned
subsidiary of Koch Industries, Inc., a Kansas corporation
("Koch").
(b) Business address: 4111 East 37th Street N., Wichita, Kansas
67220.
(c) (1) The names, citizenship, business addresses, present principal
occupation or employment and the name, and the principal business
address of any corporation or other organization in which such
employment is conducted of the directors and executive officers of
KAC are as set forth below:
NAME POSITION POSITION AT KOCH
---- -------- ----------------
David L. Robertson Chairman of the Vice President-
Board/President and Director Petroleum
H. Allan Caldwell Secretary General Counsel
David E. Dishman Treasurer Treasurer
Bill W. Hanna Director Director
F. Lynn Markel Director Exec. Vice
President - Chief
Financial Officer
and Director
Each of the foregoing persons is a citizen of the United States. The
principal business address of each of such person is 4111 East 37th
Street North, Wichita, Kansas 67220.
(2) The names, citizenship, business addresses, present principal
occupation or employment and the name, and the principal business
address of any corporation or other organization in which such
employment is conducted of the directors and executive officers of
Koch are as set forth below:
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NAME POSITION
---- --------
Charles Koch Chairman of the Board and Chief
Executive Officer and Director
F. Lynn Markel Exec. Vice President - Chief
Financial Officer and Director
David L. Robertson Vice President - Petroleum
Bill R. Caffey Director
Richard H. Fink Director
Bill W. Hanna Director
David H. Koch Director
Joseph W. Moeller Director
Sterling V. Varner Director
E. Pierce Marshall Director
Each of the foregoing persons is a citizen of the United States. The
principal business address of each of such person is 4111 East 37th
Street North, Wichita, Kansas 67220.
(d) Neither KAC, nor any person listed on (c)(1) has during the last
five (5) years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Neither Koch, nor any person listed on (c)(2) has during the last
five (5) years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither KAC, nor any person listed on (c)(1) has during the last
five (5) years been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Neither Koch, nor any person listed on (c)(2) has during the last
five (5) years been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) KAC was organized under the laws of the state of Nebraska. Koch was
organized under the laws of the state of Kansas. All natural persons
listed on (c)(1) and (c)(2) are citizens of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock owned by KAC were issued to KAC by Purina in
connection with Purina's plan of reorganization (the "Plan") under Chapter 11 of
the bankruptcy code in exchange for $26,050,000.00 of unsecured debt claims
against Purina held by KAC.
ITEM 4. PURPOSE OF TRANSACTION
KAC acquired the Common Stock described in Item 5 (the "Shares"), for
general investment purposes. Although its plans may change in the future, except
as otherwise noted, KAC does not have, as of the date of this filing, any plans
or proposals that relate to or would result in any of the actions set forth in
sub-items (a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) KAC is the beneficial owner of 516,668 shares of common stock (5.2%)
in Purina. None of the other persons whose names are listed on Item
2(c)(1) beneficially owns any shares of common stock of Purina.
(b) KAC has the voting and disposition powers with respect to all of the
shares of Common Stock owned by KAC.
(c) Except as described herein, there have been no transactions by KAC or
the persons whose names are listed in Item 2(c)(1), in securities of
Purina during the past sixty days.
(d) No one other than KAC is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock owned by KAC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 29, 2000 Koch Agriculture Company
By: /s/ David L. Robertson
Name: David L. Robertson
Title: President
