RALCORP HOLDINGS INC
8-K, 1996-06-18
GRAIN MILL PRODUCTS
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                       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): June 18, 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 June 18, 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 the elimination of  approximately  190 of 356 positions at
its Battle Creek, Michigan ready-to-eat cereal plant.

Item 7.  Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated June 18, 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:    June 18, 1996                      By: /s/ Richard A. Pearce
                                                ---------------------
                                                Richard A. Pearce
                                                Chief Executive Officer
                                                and President







                                  EXHIBIT 99.1


      Immediate
      Patrick T. Farrell
      314/877-7094
           or
      616/969-8202

                        RALCORP HOLDINGS TO CLOSE PORTION
                     OF ITS RALSTON FOODS BATTLE CREEK PLANT

Battle  Creek,  MI, June 18, 1996 . . .  Employees  at the Ralston  Foods cereal
plant in  Battle  Creek  were  informed  today  that  the  Company  will  reduce
approximately  half of the  production  capacity  at the plant by no later  than
September 30, 1996. The partial closing will ultimately eliminate  approximately
190 of 356 jobs at the Battle Creek  facility and will reduce excess  production
capacity in the Ralston Foods system.

Ralcorp  Holdings,  Inc.,  the parent  company of Ralston  Foods,  said  today's
announcement is the second phase of a comprehensive  restructuring program aimed
at  eliminating  between $25 million and $30 million from the cost  structure of
its cereal  subsidiary.  Phase one of the  restructuring was announced last week
when 100  positions  or 25 percent of the Ralston  Foods and  Ralcorp St.  Louis
headquarters  staff were  eliminated,  as were a substantial  number of spending
programs  throughout the cereal group.  No further job reductions are planned by
the Company as part of this restructuring.

"The  restructuring  allows us to respond to recent and dramatic  changes in the
competitive  structure of the ready-to-eat  cereal category," said Ralcorp Chief
Executive  Officer,  Richard A. Pearce.  "Pricing  decisions  by branded  cereal
manufacturers  within the last few months will  undoubtedly  lead to significant
pressures  on  profitability  in the category  and would  negatively  impact our
ability  to  compete  unless  we  act  accordingly.  Our  organization  will  do
everything reasonable to remain competitive, which requires the removal of costs
from our system.



<PAGE>


"The  position  Battle  Creek  holds in the cereal  industry  and the history of
Ralston Foods in this city, which dates back to 1918, makes today's announcement
all the more difficult," Pearce said.  "Unfortunately,  we are faced with market
conditions that cannot go unanswered."

The Company will work closely with representatives of the American Federation of
Grain Millers Union, Local #66, on issues of assistance for members of the union
impacted by today's  announcement.  The Company will also provide  severance and
outplacement  assistance for members of the management and administrative  staff
whose jobs are being  eliminated.  "Our goal is to provide  the types of support
needed to help all employees transition to new jobs," Pearce said.

Approximately  160 employees  will remain  working at the Battle Creek plant and
will provide an important  role in the  Company's  product  supply  system.  The
Battle  Creek  plant will  continue  to  produce a wide  range of flaked  cereal
products for sale as private  label  brands.  The CHEX cereal  volume  currently
being produced at the Battle Creek facility will be  consolidated at the Ralston
Foods  Cincinnati,  OH, plant.  The Battle Creek plant could continue to provide
some CHEX  production  during heavy demand  periods.  These moves will allow the
Company to remove excess branded capacity from its system and improve  operating
efficiencies.

Remaining operations at Battle Creek will benefit from the recently completed $8
million capital  improvement  project at the plant,  originally  approved by the
Company's Board of Directors in May 1994. The invested  capital was earmarked to
improve and add flaking  capacity  for use in the  production  of private  label
cereals.

The Company will record a charge  against  earnings in this year's third quarter
to cover the  restructuring  effort,  including  employee-related  costs such as
severance benefits, the cost of closing a portion of the Battle Creek plant, and
a write-down of the value of fixed assets related to the  restructuring.  The


<PAGE>

amount of the charge will be reported when the Company releases third quarter
earnings scheduled for July 29, 1996.

Ralcorp  Holdings,  Inc., is comprised of Ralston  Foods,  Beech-Nut  baby food,
Bremner  crackers and cookies and Keystone,  Arapahoe Basin and Breckenridge ski
resorts.  The  Ralston  Foods  operation  is the largest of the  Company's  four
subsidiaries  and is the nation's  leading  producer of private label  breakfast
cereals and a number of popular branded cereals and snacks,  marketed  primarily
under the CHEX name.  Ralcorp is publicly  traded on the New York Stock Exchange
under the RAH symbol.




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