RALCORP HOLDINGS INC
8-K, 1996-06-10
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 10, 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 10, 1996, a copy of which is attached  hereto as
Exhibit 99.1 and the text of which its  incorporated  by reference  herein,
the  Registrant  announced the  elimination  of  approximately  100  positions,
primarily at its St. Louis, Missouri headquarters. The Registrant also announced
that it is considering additional cost-reducing actions in response to the 
volatility of the ready-to-eat cereal category.

Item 7. Financial Statements and Exhibits 

Exhibit 99.1         Press Release dated June 10, 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 10, 1996                          By: /s/ Richard A. Pearce
                                                    -----------------------
                                                    Richard A. Pearce
                                                    Chief Executive Officer
                                                     and President












                                  EXHIBIT 99.1



                  Immediate
                  Patrick T. Farrell
                  314/877-7095

                        RALCORP HOLDINGS, INC., ANNOUNCES
                    COST REDUCTION PLAN AT CEREAL SUBSIDIARY

St. Louis, MO, June 10, 1996 . . . Ralcorp Holdings,  Inc., today announced that
it is eliminating  approximately  100 positions at its Ralston Foods  subsidiary
and its Ralcorp corporate  support groups.  The changes represent an approximate
25 percent  reduction in St. Louis  headquarters  staffing for Ralston Foods and
Ralcorp  corporate,  and a  limited  number  of  positions  at  satellite  sales
locations.  The restructuring is one of several moves the Company is planning in
order to remove  between $25 million to $30 million  from the cost  structure of
the Company's Ralston Foods cereal and snack subsidiary.

The plan to lower overall costs is in response to recent and dramatic changes in
the pricing  structure of the ready-to-eat  cereal  category,  changes which are
negatively  impacting the overall  profitability of Ralcorp  Holdings.  "Pricing
decisions by several  branded  cereal  manufacturers  within the last few months
could  strip  more than $1  billion in sales  dollars  and a material  amount of
earnings  from the cereal  industry,"  said  Ralcorp  Chief  Executive  Officer,
Richard A. Pearce.  "In order to remain  competitive,  we felt it was imperative
that we remove  costs from our system.  If the category is going to be driven by
price,  then  we  will  make  the  modifications   needed  to  succeed  in  that
environment."

The Company is offering a comprehensive  severance and  outplacement  package to
employees  affected by the staff  reductions.  "Deciding to eliminate jobs was a
difficult choice but if the entire organization is to remain successful, we have
to change with the category,"  Pearce said.  "For those employees who are losing
their jobs, it is our hope that the severance and  outplacement  benefits  being
provided will give them the necessary support to transition to new employment."


Pearce  said the  negative  pricing  trends in the cereal  industry  will in all
likelihood  lead to further  reductions in Ralcorp  earnings in fiscal 1996. "In
March of this year,  Kellogg  and  General  Mills  reverted to the types of deep
price discounts that disrupted the cereal category in the early 1990s. In April,
the Post cereal  brands of Kraft Foods,  Inc.,  followed with a 20 percent price
reduction across its entire line of branded cereals. Today, Kellogg responded by
announcing a 19 percent reduction across brands accounting for two-thirds of its
cereal volume.

"At this  point,  the only  thing that is clear is that the  category  is in the
midst of a very costly price war and that our Ralston Foods  franchise,  as well
as the entire cereal industry,  will be negatively  impacted." Pearce said. "The
actions  we are  taking  assumed  a  competitive  response  comparable  to  that
announced  today by Kellogg and that the profit impact to the category  would be
long  term in  nature.  We  anticipated  the  worst  and are  restructuring  our
organization in a way to preserve its long-term competitiveness."

The Company will detail the remaining  steps in its cost reduction plan over the
next several weeks,  Pearce said. "Our goal is to cut  approximately $25 million
to $30  million in costs by the end of this  fiscal  year and to  maintain  that
lower base in the future.  No further  headcount  reductions  are planned in St.
Louis, but decisions  involving  additional aspects of the cereal operation,  as
well as other strategic alternatives,  are anticipated. We believe these are the
correct choices for our Company and will help provide us the flexibility  needed
to operate in a vastly different cereal category and remain competitive."



<PAGE>



Ralcorp  Holdings,  Inc.,  is  comprised  of Ralston  Foods  breakfast  cereals,
Beech-Nut baby food,  Bremner crackers and cookies and Keystone,  Arapahoe Basin
and  Breckenridge  ski resorts in Colorado.  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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