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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): January 31, 1997
RALCORP HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Missouri 001-12619 43-1766315
(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.
In a Press Release dated January 31, 1997, 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 the spinoff from its former parent company had been
completed at the close of business on January 31, 1997 and the Registrant had
changed its name from "New Ralcorp Holdings, Inc." to "Ralcorp Holdings, Inc."
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated January 31, 1997.
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: February 3, 1997 By: /s/ Joe R. Micheletto
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Joe R. Micheletto
Chief Executive Officer
and President
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EXHIBIT 99.1
Immediate
Patrick T. Farrell
(314) 877-7095
RALCORP COMPLETES BRANDED CEREAL AND SNACK TRANSACTION
St. Louis, Mo., January 31, 1997 . . . In a special meeting this morning,
Ralcorp Holdings announced that its shareholders had approved the merger of the
Company's branded cereal and snack businesses with General Mills, Inc., and the
spin-off to shareholders of the remaining Ralcorp businesses. This completes
the $570 million transaction with General Mills that was first announced in
August 1996.
The sale uses a tax-free reorganization structure that includes the merger of
Ralcorp's branded cereal and snack lines with a subsidiary of General Mills and
the spin-off of Ralcorp's remaining private label cereal, baby food and private
label cracker and cookie businesses to Ralcorp shareholders. To reach the $570
million value, General Mills assumes $215 million in Ralcorp debt and funds the
remaining $355 million through the distribution of General Mills stock to
Ralcorp shareholders of record at the close of trading today.
As a result, each Ralcorp shareholder will receive one share of stock in the
newly formed Ralcorp for every share of Ralcorp currently held and
approximately one share of General Mills stock for every six shares of Ralcorp
currently held.
To determine the value paid for General Mills stock, the two companies agreed
to use a volume weighted average of the prices paid per share of General Mills
stock for all shares traded on the New York Stock Exchange on the dates January
16 through January 29. The resulting valuation is $66.09 per share of General
Mills stock. Based on an assigned Ralcorp debt level of $215 million and an
estimated 33.0 million Ralcorp shares outstanding, each share of Ralcorp stock
generates $10.75 in value toward the purchase of General Mills stock, or the
approximate six-for-one ratio. The number of shares
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outstanding is subject to minor adjustments to reflect the vesting of certain
stock awards and could result in a slight fluctuation in the exchange ratio.
On or about February 5, General Mills will mail letters to Ralcorp shareholders
setting forth the final exchange ratio and instructions on how to exchange
Ralcorp shares for General Mills shares.
Ralcorp expects to mail the stock certificates of the newly formed Ralcorp
Holdings on or about February 13, 1997. Also, Ralcorp will redeem its
Shareholder Rights Plan on January 31, by distributing $.05 per share of
Ralcorp stock to each shareholder.
After today, the remaining Ralcorp businesses will operate under the name
Ralcorp Holdings, Inc., and will continue to trade on the New York Stock
Exchange using the RAH symbol. From February 3 through February 13, Ralcorp
stock will trade on a "When Issued" basis. On February 14, normal trading in
Ralcorp stock should be established.
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