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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): September 6, 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)
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Item 5. Other Events.
On September 6, 1996, the Registrant executed Waiver Letters relating to its
$175,000,000 Revolving Credit Facility and $100,000,000 364-day Revolving Credit
Facility. Pursuant to the Waiver Letters, the lenders under the above
referenced Credit Agreements have waived the Registrant's maintenance of its
debt coverage and interest coverage ratios until December 31, 1996. Copies of
the Waiver Letters are attached hereto as Exhibits 10.1 and 10.2, and the text
of which is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
Exhibit 10.1 Waiver Letter dated September 6, 1996, related to the Registrants
$175,000,000 Revolving Credit Facility.
Exhibit 10.2 Waiver Letter dated September 6, 1996, related to the Registrants
$100,000,000 364-day Revolving Credit Facility.
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: September 10, 1996 By: /s/ Richard A. Pearce
---------------------------
Richard A. Pearce
Chief Executive Officer
and President
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September 6, 1996
Ralcorp Holdings, Inc.
800 Market Street
29th Floor
St. Louis, Missouri 63101
RE: Credit Agreement dated as of March 12, 1996 among
Ralcorp Holdings, Inc., the Lenders party thereto and
NationsBank, N.A., as Agent in respect of $175,000,000
Revolving Credit Facility (the "Credit Agreement")
Gentlemen:
Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.
At your request, we hereby agree as Agent under the Credit Agreement, on behalf
and with the consent of the Required Lenders, to waive the requirements of
Sections 7.11(a) and 7.11(b) of the Credit Agreement for the Calculation Date
occurring on September 30, 1996.
The waiver set forth in this letter shall be effective only in the specific
circumstances provided for above and only for the purposes for which given.
Except as waived or modified hereby, all of the terms and provisions of the
Credit Agreement shall remain in full force and effect.
This letter may be executed in any number of counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one contract.
Sincerely,
NATIONSBANK, N.A.,
as Agent for the Lenders
By /s/ Valerie C. Mills
-----------------------
Title: Senior Vice President
[Acknowledgement page to follow]
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ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
RALCORP HOLDINGS, INC.
By /s/ T. C. Oviatt
-------------------
Title: Treasurer
cc: Those on the Attached Bank
Group Distribution List
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September 6, 1996
Ralcorp Holdings, Inc.
800 Market Street
29th Floor
St. Louis, Missouri 63101
RE: Credit Agreement dated as of March 12, 1996 among
Ralcorp Holdings, Inc., the Lenders party thereto and
NationsBank, N.A., as Agent in respect of $100,000,000
364-Day Revolving Credit Facility (the "Credit
Agreement")
Gentlemen:
Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.
At your request, we hereby agree as Agent under the Credit Agreement, on behalf
and with the consent of the Required Lenders, to waive the requirements of
Sections 7.11(a) and 7.11(b) of the Credit Agreement for the Calculation Date
occurring on September 30, 1996.
The waiver set forth in this letter shall be effective only in the specific
circumstances provided for above and only for the purposes for which given.
Except as waived or modified hereby, all of the terms and provisions of the
Credit Agreement shall remain in full force and effect.
This letter may be executed in any number of counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one contract.
Sincerely,
NATIONSBANK, N.A.,
as Agent for the Lenders
By /s/ Valerie C. Mills
-------------------------
Title: Senior Vice President
[Acknowledgement page to follow]
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ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
RALCORP HOLDINGS, INC.
By /s/ T. C. Oviatt
------------------------
Title: Treasurer
cc: Those on the Attached Bank
Group Distribution List
