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): July 23, 1996
Ralcorp Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri 1-12766 43-1664297
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
800 Market Street, Suite 2900
St. Louis, MO 63101
(Address of principal (Zip Code)
executive offices)
(314) 877-7000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
In a Press Release dated July 23, 1996, a copy of which is attached hereto as
Exhibit 99.1 and the text of which is incorporated by reference herein, the
Registrant announced that it has reached a definitive agreement to sell its
Ralston Resorts ski subsidiary to Vail Resorts, Inc. for stock and assumed debt.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated July 23, 1996.
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 thereunto duly authorized.
RALCORP HOLDINGS, INC.
(Registrant)
Date: July 23, 1996 By: /s/ Joe R. Micheletto
---------------------
Joe R. Micheletto
Co-Chief Executive Officer
and Chief Financial Officer
EXHIBIT 99.1
Immediate
Patrick Farrell
314/877-7095
RALCORP HOLDINGS TO SELL
SKI AND RESORT OPERATIONS TO VAIL RESORTS
St. Louis, MO, July 23, 1996 . . . Ralcorp Holdings, Inc., today announced
that it has reached a definitive agreement to sell its Ralston Resorts ski
subsidiary to Vail Resorts, Inc., for stock and assumed debt. The
transaction, valued in excess of $310 million, would create the premier mountain
resort company in North America.
Vail Resorts owns Vail ski area and Beaver Creek Resort and Ralcorp's Ralston
Resorts operation is comprised of Keystone, Arapahoe Basin and Breckenridge ski
areas and extensive related real estate holdings. Annually the newly combined
company would generate approximately five million skier days, $300 million in
revenues and substantial cash flow from resort operations.
The transaction, which has been approved by the Boards of Directors of both
companies, would be comprised of an approximate 25 percent ownership interest by
Ralcorp in the new ski company as well as the assumption of $165 million in
Ralcorp debt by the new company.
Joe Micheletto, Ralcorp's Co-Chief Executive Officer, Chief Financial Officer
and the corporate officer responsible for Ralston Resorts, said; "With today's
announcement, we would effectively merge two of the best operators in the ski
industry and realize full value of our Ralston Resorts subsidiary for Ralcorp
shareholders. The sale would also greatly enhance the financial position of
Ralcorp Holdings because we would use the $165 million in tax-free proceeds to
pay down debt. The remaining value would come in the form of an equity interest
in an improved ski company that would offer greater operating efficiencies and
tremendous real estate development opportunities," Micheletto added. "All told,
we believe this transaction would be overwhelmingly in the best interest of
Ralcorp shareholders as well as the owners of the newly combined ski company."
Andy Daly, President of Vail Resorts, said; "This union of two of the top ski
operations has the potential to transform the ski industry. We would now have
five different skiing and vacation experiences aimed at different clientele. No
other place in North America, and perhaps the world, would offer such a variety
of winter sports and recreational opportunities. The joining of Vail Resorts and
Ralston Resorts would also create a Colorado ski company that can offer the
products and resources needed to compete for the national and international
destination skier."
The completion of the ski transaction is subject to government consent pursuant
to the Hart-Scott-Rodino Act and other appropriate approvals and is expected to
close during the fall of 1996. Vail Resorts, Inc., also announced its intentions
to amend its recently filed S-2 Registration Statement with the Securities and
Exchange Commission to include ownership of Ralston Resorts and will proceed
with plans to take the combined ski company public. The investment banking
groups of Salomon Brothers Inc, Chicago, represented Ralcorp Holdings and Bear,
Stearns & Co., New York, represented Vail Resorts in the negotiations.
