-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7tl9em0Bq0ZMlvD+xPkaPuX2SJksGiyVwNc82lnUzKLAy7ty5IPdo79mF+QAOJI kE7v1D3dEFVuP//V2AGAiw== 0000950134-02-013904.txt : 20021112 0000950134-02-013904.hdr.sgml : 20021111 20021112171641 ACCESSION NUMBER: 0000950134-02-013904 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20021112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-51223 FILM NUMBER: 02817938 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 SC TO-I 1 c72923sctovi.txt SCHEDULE TO - ISSUER TENDER OFFER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RALCORP HOLDINGS, INC. (Name of Subject Company (issuer) and Filing Person (offeror)) Common Stock, $.01 par value (Title of Class of Securities) 751 028 10 1 (CUSIP Number of Class of Securities) Robert W. Lockwood Vice President, General Counsel and Secretary Ralcorp Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, Missouri 63101 (314) 877-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s)) COPY TO: William F. Seabaugh, Esq. John M. Welge, Esq. Bryan Cave LLP One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 (314)259-2000 Fax: (314)259-2020 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $ 96,000,000 $8,832.00 * For the purpose of calculating the filing fee only, this amount is based on the purchase of 4,000,000 shares of common stock at the maximum tender offer price of $24.00 per share. The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act, as amended. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: Not applicable. Filing party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. [_] Check box if filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third-party tender offer [_] going private transaction subject to Rule 14d-1 subject to Rule 13e-3 [X] issuer tender offer [_] amendment to Schedule 13D subject to Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer [_] This Tender Offer Statement on Schedule TO relates to the offer by Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp" or the "Company"), to purchase shares of its common stock, $0.01 par value. Ralcorp is offering to purchase up to 4,000,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest. Ralcorp's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 12, 2002 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement, dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The Company is also the filing person. Portions of the information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, are incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO. ITEM 1. SUMMARY OF TERMS. The information set forth under "Summary of Terms" in the Offer to Purchase dated November 12, 2002 (the "Offer to Purchase"), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. The name of the issuer is Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), and the address of its principal executive office is 800 Market Street, Suite 2900, St. Louis, Missouri 63101. The Company's telephone number is (314) 877-7000. This Tender Offer Statement on Schedule TO relates to the offer by the Company to purchase shares of its common stock, $0.01 par value per share. The Company is offering to purchase up to 4,000,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest. The Company's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement, dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. The information set forth in the Offer to Purchase under "Summary of Terms," "Introduction," Section 1 ("Number of Shares") and Section 8 ("Price Range of Shares; Dividends; Our Rights Plan") is incorporated herein by reference. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. The Company is also the filing person. The Company's address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference: o "Summary of Terms"; o "Introduction"; o Section 1 ("Number of Shares"); o Section 2 ("Recent Developments; Purpose of the Offer; Certain Effects of the Offer"); o Section 3 ("Procedures for Tendering Shares"); o Section 4 ("Withdrawal Rights"); o Section 5 ("Purchase of Shares and Payment of Purchase Price"); o Section 6 ("Conditional Tender of Shares"); o Section 7 ("Conditions of the Offer"); o Section 8 ("Price Range of Shares; Dividends; Our Rights Plan"); o Section 9 ("Source and Amount of Funds"); o Section 13 ("Certain Legal Matters; Regulatory Approvals"); o Section 14 ("Certain United States Federal Income Tax Consequences"); and o Section 15 ("Extension of the Offer; Termination; Amendment"). The Company's directors and executive officers have advised the Company that they do not intend to tender any of their shares in this offer. ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transaction and Arrangements Concerning the Shares") is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. The information set forth in the Offer to Purchase under Section 2 ("Recent Developments; Purpose and Potential Benefits; Potential Risks and Disadvantages; Certain Effects of the Offer") is incorporated herein by reference. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in the Offer to Purchase under Section 9 ("Source and Amount of Funds") is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") is incorporated herein by reference. ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. The information set forth in the Offer to Purchase under Section 16 ("Fees and Expenses") and Section 17 ("Miscellaneous") is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS. The Company does not believe any of its financial statements are material to a decision by the shareholders whether to tender or hold shares of the common stock because the consideration offered consists solely of cash, the offer is not subject to any financing conditions, and the Company is a public reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR. ITEM 11. ADDITIONAL INFORMATION. The information set forth in the Offer to Purchase under Section 11 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares") and Section 13 ("Certain Legal Matters; Regulatory Approvals") is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending. ITEM 12. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(i) Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Notice of Guaranteed Delivery. (a)(1)(iv) Letter to participants in Ralcorp's 401(k) Savings Investment Plan from Joe R. Micheletto, Chief Executive Officer and President of Ralcorp, dated November 12, 2002. (a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(2) Not applicable.
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)(ii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(iii) Summary Advertisement dated November 12, 2002. (a)(5)(iv) Press Release dated November 11, 2002. (a)(5)(v) Letter to shareholders from Joe R. Micheletto, Chief Executive Officer and President of Ralcorp, dated November 12, 2002. (b)(1)* $275,000,000 Credit Agreement among Ralcorp Holdings, Inc., the lenders named therein and Bank One, N.A., as Agent, dated October 16, 2001 (Filed as Exhibit 10.1 to the Company's Form 10-K for the period ending September 30, 2000). (b)(2)* Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One. N.A. (Filed as Exhibit 10.4 to the Company's Form 10-K for the period ending September 30, 2002). (b)(3) Amendment No. 1 to Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One. N.A. (d)* Agreement between Ralcorp Holdings, Inc. and J. R. Micheletto dated May 23, 2002 (Filed as Exhibit 10.1 to the Company's Form 10-Q for the period ending June 30, 2002). (g) Not applicable. (h) Not applicable.
* Incorporated by reference. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not Applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 12, 2002 RALCORP HOLDINGS, INC. By: /s/ Joe R. Micheletto ------------------------------------ Name: Joe R. Micheletto Title: Chief Executive Officer and President EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1)(i) Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Notice of Guaranteed Delivery. (a)(1)(iv) Letter to participants in Ralcorp's 401(k) Savings Investment Plan from Joe R. Micheletto, Chief Executive Officer and President of Ralcorp, dated November 12, 2002. (a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)(ii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(iii) Summary Advertisement dated November 12, 2002. (a)(5)(iv) Press Release dated November 11, 2002. (a)(5)(v) Letter to shareholders from Joe R. Micheletto, Chief Executive Officer and President of Ralcorp, dated November 12, 2002. (b)(1)* $275,000,000 Credit Agreement among Ralcorp Holdings, Inc., the lenders named therein and Bank One, N.A., as Agent, dated October 16, 2001 (Filed as Exhibit 10.1 to the Company's Form 10-K for the period ending September 30, 2000). (b)(2)* Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One. N.A. (Filed as Exhibit 10.4 to the Company's Form 10-K for the period ending September 30, 2002).
EXHIBIT NO. DESCRIPTION - ----------- ----------- (b)(3) Amendment No. 1 to Receivables Purchase Agreement dated as of September 25, 2001 among Ralcorp Receivables Corporation, Ralcorp Holdings, Inc., Falcon Asset Securitization Corporation and Bank One. N.A. (d)* Agreement between Ralcorp Holdings, Inc. and J. R. Micheletto dated May 23, 2002 (Filed as Exhibit 10.1 to the Company's Form 10-Q for the period ending June 30, 2002). (g) Not applicable. (h) Not applicable.
* Incorporated by reference. EX-99.(A)(1)(I) 3 c72923exv99wxayx1yxiy.txt OFFER TO PURCHASE EXHIBIT (A)(1)(i) OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. OF UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. Ralcorp Holdings, Inc., a Missouri corporation, invites its shareholders to tender up to 4,000,000 shares of its common stock, $0.01 par value, for purchase by it at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of this offer. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Only shares properly tendered at prices at or below the purchase price selected by us, and not properly withdrawn, will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price selected by us may not be purchased if more than the number of shares we seek are properly tendered. Shares not purchased in the offer will be returned promptly following the Expiration Date. See Section 3. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO PURCHASE MORE THAN 4,000,000 SHARES PURSUANT TO THE OFFER. SEE SECTION 1. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on the New York Stock Exchange ("NYSE") under the symbol "RAH." On November 8, 2002, the last full trading day before announcement of the offer, the closing per share price of the shares as reported on the NYSE composite tape was $20.30. Shareholders are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE OFFER. --------------------- The Dealer Manager for the Offer is: [BANC OF AMERICA SECURITIES LLC LOGO] --------------------- Offer to Purchase dated November 12, 2002 IMPORTANT If you wish to tender all or any part of the shares registered in your name, you must do one of the following before the offer expires: - Follow the instructions described in Section 3 carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to EquiServe Trust Company, N.A., the Depositary. - If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee if you desire to tender your shares and request that the nominee tender them for you. Any shareholder who desires to tender shares and whose certificates for the shares are not immediately available or cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary prior to expiration of the offer must tender the shares pursuant to the guaranteed delivery procedure set forth in Section 3. To properly tender shares, you must validly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares. If you wish to maximize the chance that your shares will be purchased at the purchase price determined by us, you should check the box in the section on the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer." Note that this election could result in your shares being purchased at the minimum price of $21.00 per share. If you have questions, need assistance or require additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, you should contact Georgeson Shareholder Communications Inc., the Information Agent, or Banc of America Securities LLC, the Dealer Manager for the offer, at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares or as to the purchase price at which you may choose to tender your shares in this offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with this offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If anyone makes any recommendation or gives any information or representation, you must not rely upon that recommendation, information or representation as having been authorized by us or the Dealer Manager. SUMMARY OF TERMS We are providing this summary of terms for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of the offer to the same extent described in this document. We urge you to read the entire document and the related Letter of Transmittal because they contain the full details of the offer. Where helpful, we have included references to the sections of this document where you will find a more complete discussion. WHO IS OFFERING TO PURCHASE MY SHARES? We are Ralcorp Holdings, Inc. We are offering to purchase up to 4,000,000 shares of our common stock and the associated common stock purchase rights. No separate consideration will be paid for these stock purchase rights. WHAT IS THE PURCHASE PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch Auction." - This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $21.00 to $24.00. - We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. - All shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above the purchase price we determine. - If you wish to maximize the chance that your shares will be purchased, you should check the box in the section on the Letter of Transmittal indicating that you will accept the purchase price we determine. You should understand that this election could result in your shares being purchased at the minimum price of $21.00 per share. See Section 1. HOW WILL YOU GET PAID FOR YOUR SHARES? If your shares are purchased in the offer, you will be paid the purchase price, in cash, without interest, promptly after the expiration of the offer period. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. See Sections 1 and 5. HOW MANY SHARES WILL RALCORP PURCHASE? We will purchase 4,000,000 shares in the tender or such lesser number of shares as are properly tendered. 4,000,000 shares represents approximately 13.3% of our outstanding common stock. All the shares that you tender in the offer may not be purchased even if they are tendered at or below the purchase price we select. See Section 1. WHAT HAPPENS IF MORE THAN 4,000,000 SHARES ARE TENDERED? If more than 4,000,000 shares are tendered, all shares tendered at or below the purchase price, will be purchased on a pro rata basis, except for "odd lots" (holders of less than 100 shares), which will be purchased on a priority basis. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares. 1 We also expressly reserve the right to purchase additional shares pursuant to the offer. We may purchase pursuant to the offer an additional number of shares representing up to 2% of our outstanding shares without amending or extending the offer and could decide to purchase more shares subject to applicable legal requirements. The offer is not conditioned on any minimum number of shares being tendered by shareholders. See Section 1. WHY IS RALCORP MAKING THIS OFFER? We are making the offer to buy back our shares because we believe that our shares are undervalued in the public market and that the offer is consistent with our long-term goal of increasing shareholder value. We believe that the offer is a prudent use of our financial resources, given our ability to generate reliable cash flow from operations and the current market price of our common stock. We also believe that investing in our own shares is an attractive use of capital and an efficient means to provide value to our shareholders. We believe our offer may provide certain benefits to us and our shareholders, including: - our offer provides shareholders who are considering a sale of their shares with the opportunity to determine the price or prices (not greater than $24.00 per share and not less than $21.00 per share) at which they wish to sell their shares and, if those shares are purchased in our offer, to sell those shares for cash without the usual transaction costs associated with open market sales, - our offer provides participating shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to their shares, and - our offer could result in a capital structure that may improve the return on equity for continuing shareholders. Potential disadvantages of the offer include increased debt which may limit our financial flexibility in the future. In addition, our continuing shareholders will bear a higher proportion of risk in the event of future losses. Moreover, our purchase of shares will reduce the "public float" in our common stock. This may result in lower stock prices or reduced liquidity. For a further discussion of the potential benefits and the potential risks and disadvantages of our offer, see Section 2. HOW WILL RALCORP PAY FOR THE SHARES? We will need a maximum of $97 million to purchase 4,000,000 shares, assuming the price paid per share is $24.00. Last year we entered into borrowing arrangements with several lenders. We will use the proceeds of the loan to purchase the shares. See Section 9. HOW LONG DO I HAVE TO TENDER MY SHARES? You may tender your shares until the tender offer expires. The offer will expire at 5 p.m., Eastern time, on Wednesday, December 11, 2002, unless we extend the offer. If your shares are held by a nominee or broker, they may have an earlier deadline for accepting the offer. We may choose to extend the offer at any time. 2 We cannot assure you, however, that we will extend the offer or, if we extend it, for how long. See Sections 1, 5 and 15. HOW WILL I BE NOTIFIED IF RALCORP EXTENDS THE OFFER? If the offer is extended, we will make a public announcement of the extension no later than 9:00 a.m. Eastern time on the first business day after the previously scheduled expiration of the offer period. See Section 15. ARE THERE ANY CONDITIONS TO THE OFFER? Yes. Our obligation to accept and pay for your tendered shares depends upon the satisfaction or waiver of a number of conditions, including: - No 15% or greater decrease in either the price of our common stock or in the price of equity securities generally and no adverse changes in the U.S. stock markets or credit markets shall have occurred during this offer. - No legal action shall have been threatened, pending or taken, that might adversely affect the offer. - No one shall have proposed, announced or made a tender or exchange offer (other than this offer), merger, business combination or other similar transaction involving us. - No material change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred during this offer. This offer is subject to a number of other conditions. For more information see Section 7. HOW DO I TENDER MY SHARES? To tender your shares, prior to 5:00 p.m., Eastern time, on Wednesday, December 11, 2002, unless the offer is extended: - you must deliver your share certificate(s) and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back page of this document; or - the Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or the other documents described in this Offer to Purchase; or - you must comply with the guaranteed delivery procedure outlined in Section 3. You may also contact the Information Agent, the Dealer Manager or your broker for assistance. The contact information for the Information Agent and Dealer Manager is set forth on the back cover page of this document. See Section 3 and the instructions to the Letter of Transmittal. ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY TENDERED SHARES? Yes. You may withdraw your tendered shares at any time before 5:00 p.m., Eastern time, on Wednesday, December 11, 2002, unless we extend the offer, in which case you can withdraw your shares until the expiration of the offer as extended. In addition, if we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time 3 after 12:00 Midnight, Eastern time, on January 8, 2003. See Section 4. HOW DO I WITHDRAW SHARES I PREVIOUSLY TENDERED? To withdraw your shares, you must deliver on a timely basis a written, telegraphic or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of the shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us. Second, after purchasing all shares from the "odd lot" holders, we will purchase shares from all other shareholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Therefore, all of the shares that you tender in the offer may not be purchased even if they are tendered at or below the purchase price. See Section 1. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? Shareholders who choose not to tender will own a greater interest in us following the offer. WHAT DO RALCORP AND ITS BOARD OF DIRECTORS THINK OF THE OFFER? Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. You should discuss whether to tender your shares with your broker or other financial advisor. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the offer. See Section 2. WHEN WILL RALCORP PAY ME FOR THE SHARES I TENDER? We will pay the purchase price, in cash, without interest, for the shares we purchase promptly after the expiration of the offer and the acceptance of the shares for payment. See Sections 1 and 5. WHAT IS THE RECENT MARKET PRICE OF MY SHARES? On November 8, 2002, the last full trading day before the announcement of the offer, the closing price of the shares on the NYSE composite tape was $20.30. You are urged to obtain current market quotations for your shares. WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES? If you are a registered shareholder and you tender your shares directly to the Depositary, you will not incur any brokerage commission. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. See the Introduction and Section 3. 4 WHAT ARE THE UNITED STATES FEDERAL TAX CONSEQUENCES IF I TENDER MY SHARES? Generally, you will be subject to United States federal income taxation when you receive cash from us in exchange for the shares you tender. The cash you receive will be treated either as: - a sale or exchange eligible for capital gains treatment, or - a dividend subject to ordinary income tax rates. See Section 14. WHOM DO I CONTACT IF I HAVE QUESTIONS ABOUT THE OFFER? The Information Agent or Dealer Manager can help answer your questions. The Information Agent is Georgeson Shareholder Communications Inc. The Dealer Manager is Banc of America Securities LLC. Their contact information is set forth on the back cover page of this document. 5 TABLE OF CONTENTS SUMMARY..................................................... 1 TABLE OF CONTENTS........................................... 6 FORWARD LOOKING STATEMENTS.................................. 7 INTRODUCTION................................................ 8 THE OFFER................................................... 9 1. Number of Shares....................................... 9 2. Recent Developments; Purpose of the Offer; Certain Effects of the Offer................................... 11 3. Procedures for Tendering Shares........................ 14 4. Withdrawal Rights...................................... 19 5. Purchase of Shares and Payment of Purchase Price....... 20 6. Conditional Tender of Shares........................... 21 7. Conditions of the Offer................................ 21 8. Price Range of Shares; Dividends; Our Rights Plan...... 23 9. Source and Amount of Funds............................. 24 10. Certain Information Concerning Us....................... 25 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares..... 26 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act..................... 28 13. Certain Legal Matters; Regulatory Approvals............. 28 14. Certain United States Federal Income Tax Consequences... 29 15. Extension of the Offer; Termination; Amendment.......... 31 16. Fees and Expenses....................................... 32 17. Miscellaneous........................................... 33
6 FORWARD LOOKING STATEMENTS This Offer to Purchase and the documents incorporated by reference herein contain statements that are not historical facts and constitute projections, forecasts or forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as "believes," "expects," "anticipates," "intends," "plans," "will," "estimates," "may" and "should". These statements are not guarantees of performance. They are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our future results and shareholder value to differ materially from those expressed in these statements. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference, include, but are not limited to: - If we are unable to maintain a meaningful price gap between our private label products and the branded products of our competitors, successfully introduce new products or successfully manage costs across all parts of our operations, our private label businesses could incur operating losses. - Consolidation among members of the grocery trade may lead to increased wholesale price pressure from larger grocery trade customers and could result in the loss of key accounts if the surviving entities are not our customers. - Significant increases in the cost of certain raw materials (e.g., wheat, corn, soybean oil, oats, various nuts, corn syrup) or energy used to manufacture our products, to the extent not reflected in the price of our products, could adversely impact results. - In light of our significant ownership in Vail Resorts, Inc., our non-cash earnings can be adversely affected by Vail Resorts' unfavorable performance. - We are currently generating profits from certain co-manufacturing contract arrangements with other manufacturers within our competitive categories. The termination or expiration of these contracts and the inability to replace this level of business could negatively affect operating results. - We compete in mature segments with competitors having large percentages of segment sales. - We have realized increases to sales and earnings through the acquisitions of businesses, but the ability to undertake future acquisitions depends on many factors that we do not control, such as identifying available acquisition candidates and negotiating satisfactory terms upon which to purchase such candidates. - Presently, all of the interest on our indebtedness is determined on a short-term basis. Consequently, increases in interest rates will increase the our interest expense. - If actual or forecasted cash flows of any reporting unit deteriorate such that its fair value falls below its carrying value, goodwill would likely be impaired and an impairment loss would be recorded immediately as a charge against earnings. - Other uncertainties, all of which are difficult to predict and many of which are beyond our control, may impact our financial position, including those risks detailed from time to time in our publicly filed documents. These and other factors are discussed in our Securities and Exchange Commission filings. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the offer or other matters addressed in this document and attributable to us or any person acting on our behalf are qualified by these cautionary statements. We undertake no obligation to make any revision to the forward-looking statements contained in this document or to update them to reflect events or circumstances occurring after the date of this document. 7 To the Holders of our Common Stock: INTRODUCTION Ralcorp Holdings, Inc., a Missouri corporation, invites its shareholders to tender shares of its common stock, $0.01 par value, for purchase by Ralcorp. We are offering to purchase up to 4,000,000 shares at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Our offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal which, as they may be amended or supplemented from time to time, together constitute this offer. All shares tendered and purchased will include the tender and purchase of the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated as of December 27, 1996 (as amended), between us and the Rights Agent named therein, and, unless the context otherwise requires, all references in this document to shares include the associated common stock purchase rights. Only shares properly tendered at prices at or below the purchase price we select and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares we seek are tendered. We will return shares tendered at prices in excess of the purchase price that we determine and shares we do not purchase because of proration or conditional tenders promptly following the Expiration Date. See Section 3. We reserve the right, in our discretion, to purchase more than 4,000,000 shares pursuant to the offer, subject to certain limitations and legal requirements. See Sections 1 and 15. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. See Section 7. Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In deciding whether to tender and at what purchase price, you should consider our reasons for making this offer and other available information about us. See Section 2. Our directors and executive officers have advised us that they do not intend to tender any shares in the offer. See Section 11. If at the expiration of the offer, more than 4,000,000 shares (or such greater number of shares as we may elect to purchase) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares first from all Odd Lot Holders (as defined in Section 1) who properly tender all their shares at or below the purchase price, and second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price, other than shareholders who tender conditionally, and for whom the condition is not satisfied. See Section 1. If you tender shares in the offer, your tender will include a tender of the common stock purchase rights associated with your tendered shares. No separate consideration will be paid for these rights. See Section 8. The purchase price will be paid net to the tendering shareholder in cash, without interest, for all shares purchased. Tendering shareholders who hold shares registered in their own names and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on our purchase of shares in the offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and 8 not directly to the Depositary. Also, any tendering shareholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 that is included as part of the Letter of Transmittal or Form W-8 obtained from the Depository may be subject to required United States federal income tax backup withholding equal to 30% of the gross proceeds payable to the tendering shareholder or other payee pursuant to the offer. See Section 3. We will pay the fees and expenses incurred in connection with the offer by Banc of America Securities LLC, the Dealer Manager for this offer, EquiServe Trust Company, N.A., the Depositary for this offer, and Georgeson Shareholder Communications Inc., the Information Agent for this offer. Participants in our Savings Investment Plan may instruct the plan Trustee to tender some or all of the shares held in a participant's account. If you are a participant, you will receive an instruction letter separately. The letter will set forth the instruction on tendering shares held in the Plan. You must deliver the signed instructions to Vanguard Fiduciary Trust Company, the trustee under the Plan, no later than four business days prior to Wednesday, December 11, 2002. Proceeds from the offer will be reinvested into the Vanguard Federal Money Market Fund. Upon receipt into your account, you are free to reallocate the investment among the various funds under the Savings Investment Plan in the usual manner. See Section 3. As of November 8, 2002, we had 30,029,012 issued and outstanding shares, and 4,120,749 shares reserved for issuance upon exercise of outstanding stock award under our stock option plan. The 4,000,000 shares that we are offering to purchase pursuant to the offer represent approximately 13.3% of our shares outstanding on November 8, 2002. The shares are listed and traded on the NYSE under the symbol "RAH." On November 8, 2002, the last full trading day before the announcement of the offer, the sale price as reported on the composite tape was $20.30. Shareholders are urged to obtain current market quotations for the shares. See Section 8. THE OFFER 1. NUMBER OF SHARES. Upon the terms and subject to the conditions of the offer, we will purchase 4,000,000 shares, or the lesser number of shares that are properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date, as defined below, at prices not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest. The term "Expiration Date" means 5:00 p.m., Eastern time, on Wednesday, December 11, 2002. We may, in our sole discretion, extend the period of time during which the offer will remain open. In the event of an extension, the term "Expiration Date" will refer to the latest time and date at which the offer, as extended by us, will expire. See Section 15 for a description of our right to extend, delay, terminate or amend the offer. In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares must either - specify that they are willing to sell their shares to us at the price determined in the offer, or - specify the price, not greater than $24.00 nor less than $21.00 per share, at which they are willing to sell their shares to us in the offer. Promptly following the Expiration Date, we will, upon the terms and subject to the conditions of the offer, determine a single per share purchase price (in multiples of $0.25) that we will pay for shares properly tendered and not properly withdrawn pursuant to the offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares purchased in the offer will be purchased at the same purchase price even if you have specified a lower price. Only shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender 9 provisions, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares we seek are properly tendered. All shares tendered and not purchased pursuant to the offer, including shares tendered at prices in excess of the purchase price we determine and shares not purchased because of proration or conditional tenders, will be returned to the tendering shareholders at our expense promptly following the Expiration Date. We reserve the right to purchase more than 4,000,000 shares pursuant to the offer. In accordance with applicable regulations of the Securities and Exchange Commission, we may purchase pursuant to the offer an additional number of shares not to exceed 2% of the outstanding shares without amending or extending the offer. See Section 15. In the event of an oversubscription of the offer, shares tendered at or below the purchase price before the Expiration Date will be subject to proration, except for Odd Lots (as defined below). The proration period also expires on the Expiration Date. If we - increase the price that may be paid for shares above $24.00 per share or decrease the price that may be paid for shares below $21.00 per share, - materially increase or decrease the Dealer Manager's fee, - increase the number of shares that we may purchase in the offer by more than 2% of our outstanding shares, or - decrease the number of shares that we may purchase in the offer, then the offer must remain open for at least ten business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15. The offer is not conditioned on any minimum number of shares being tendered but is subject to other conditions. See Section 7. Priority of Purchases. If more than 4,000,000 shares (or a greater number of shares as we may elect to purchase) have been properly tendered at prices at or below the purchase price selected by us and not properly withdrawn before the Expiration Date, we will purchase properly tendered shares on the basis set forth below: First, we will purchase all shares tendered by any Odd Lot Holder (as defined below) who: - tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and - completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. Therefore, all of the shares that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Odd Lots. The term "Odd Lots" means all shares tendered at prices at or below the purchase price selected by us by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not 10 available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the offer, an Odd Lot Holder who holds shares in its name and tenders its shares directly to the Depositary would avoid the payment of brokerage commissions in a sale of the holder's shares. Any Odd Lot Holder wishing to tender all of the shareholder's shares pursuant to the offer should complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any shareholder who tenders any shares owned beneficially or of record, at or below the purchase price selected by us and who, as a result of proration, would then own beneficially or of record, an aggregate of fewer than 100 shares. If we exercise this right, we will increase the number of shares that we are offering to purchase in the offer by the number of shares purchased through the exercise of the right. Proration. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each shareholder tendering shares, other than Odd Lot Holders, will be based on the ratio of the number of shares tendered by the shareholder to the total number of shares tendered by all shareholders, other than Odd Lot Holders, at or below the purchase price selected by us. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, and because of the Odd Lot procedure described above and the conditional tender procedure described in Section 6, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the offer until about seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers. As described in Section 14, the number of shares that we will purchase from a shareholder pursuant to the offer may affect the United States federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder's decision whether or not to tender shares. The Letter of Transmittal affords each tendering shareholder the opportunity to designate the order of priority in which shares tendered are to be purchased in the event of proration. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares. 2. RECENT DEVELOPMENTS; PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. RECENT DEVELOPMENTS Initiation of Research Coverage. While we currently receive limited research coverage from securities analysts, we have been informed by several major securities firms that those firms are considering initiating coverage on our stock. While we do not know if or when such additional research coverage will be initiated, nor what rating it would contain, such additional research coverage could have an impact on the market price of our stock. Possible Acquisitions. We have made twelve acquisitions since April 1997, and are currently considering several additional possible acquisitions. These possible acquisitions are in various stages of consideration. Firm unconditional offers to purchase may or may not be extended by us with respect to any of these businesses, and if one or more of such offers are extended, there can be no assurance that any of such possible acquisitions would ultimately be consummated. If any of such acquisitions are ultimately consummated they could, individually or in the aggregate, be considered material to us and could consequently have an impact on the market price of our common stock. 11 PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER Purpose of the Offer. Our goal is to maximize long-term Ralcorp shareholder value. We are focused on developing Ralcorp into the leading provider of store brand foods. We are making the offer to buy back our shares because we believe that our shares are undervalued in the public market and that the offer is consistent with our long-term goal of increasing shareholder value. We believe that the offer is a prudent use of our financial resources, given our ability to generate reliable cash flow from operations and the current market price of our common stock. We also believe that investing in our own shares is an attractive use of capital and an efficient means to provide value to our shareholders. Potential Benefits. We believe the offer may be attractive from the perspective of our shareholders because: - our offer provides shareholders who are considering a sale of their shares with the opportunity to determine the price or prices (not greater than $24.00 per share and not less than $21.00 per share) at which they wish to sell their shares and, if those shares are purchased in our offer, to sell those shares for cash without the usual transaction costs associated with open market sales, - our offer provides participating shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to their shares, and - our offer could result in a capital structure that may improve the return on equity and earnings per share for continuing shareholders. Potential Risks and Disadvantages. Our offer also presents some potential risks and disadvantages to us and our continuing shareholders. Our offer will reduce our "public float," that is the number of shares owned by outside shareholders and available for trading in the securities markets. This may result in lower stock prices or reduced liquidity in the trading market for our shares in the future. After the offer, we expect to have sufficient cash flow and access to other sources of capital to fund our operations. However, in the near term, the added debt incurred to fund the offer could decrease our ability to comply with the debt covenants and restrictions under our credit agreement. For example, we are required to maintain a minimum net worth (currently $355.3 million) of $255.2 million. Assuming we purchase all of the 4 million shares at $24.00 per share we estimate that our net worth would be $258.3 million. In addition, the added debt incurred could limit our ability to complete acquisitions. For example, the added debt will cause lenders to charge us more for interest in the event we incur a substantial amount of debt during the next one to two years. However, we expect to continue to generate a significant amount of free cash flow which we can use to fund, in part, future acquisitions. See Section 9. Future events may adversely or materially affect our business, property, condition (financial or other), results of operations or prospects and could affect our available cash or the availability or cost of external financial resources. Our Board has approved the offer. However, neither we nor our Board of Directors nor the Dealer Manager makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price at which shareholders should tender their shares, and none of them have authorized any person to make any recommendation. Shareholders are urged to evaluate carefully all information in the offer, consult with their own investment and tax advisors and make their own decision whether to tender and, if so, how many shares to tender and the price or prices at which to tender them. We have been advised that none of our directors or executive officers intends to tender any of their shares pursuant to this offer. Certain Effects of the Offer. Upon the completion of the offer, non-tendering shareholders will own a greater interest in us. Our business strategy may or may not be successful. Non-tendering shareholders will realize a proportionate increase in their relative ownership interest in our company and, thus, in our future earnings and assets, subject to our right to issue additional shares and other equity securities in the future. Shareholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price 12 significantly higher than the purchase price in the offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future, which may be higher or lower than the purchase price paid by us in this offer. Shares that we acquire in this offer will be restored to the status of authorized but unissued shares and will be available for us to issue in the future without further shareholder action (except as required by applicable law or NYSE rules) for all purposes, such as the acquisition of other businesses or the raising of additional capital for use in our businesses. We have no current plans for the issuance of shares repurchased pursuant to this offer. Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in: - any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; - any purchase, sale or transfer of a material amount of assets of us or any of our subsidiaries; - any material change in our present dividend rate or policy, or indebtedness or capitalization; - any change in our present Board of Directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; - any other material change in our corporate structure or business; - any class of our equity securities to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association; - any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; - the suspension of our obligation to file reports under Section 15(d) of the Exchange Act; - the acquisition by any person of additional securities of us, or the disposition of our securities other than purchases pursuant to outstanding options to purchase shares of our common stock and outstanding restricted stock equivalent awards granted to certain employees (including directors and executive officers) under the terms of our Incentive Stock Plan and regular purchases under our Savings Investment Plan (a 401(k) retirement savings plan) (see Section 11); or - any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. We do not currently have any plans, other than as described in this document, that relate to or would result in any of the events discussed above. However, we continue to evaluate opportunities for increasing shareholder value and we may undertake or plan actions that relate to or could result in one or more of these events. Acquisition of Additional Shares. On February 26, 2001, our Board of Directors authorized our repurchase of up to an additional 1,000,000 shares of our common stock, increasing our overall authorization to 1,690,700 shares. The authorization permits our management, at its discretion, to acquire shares of our common stock from time to time on the open market or in privately negotiated transactions. No repurchases have been made under that authorization, but, if made, they will be in addition to any purchases made under this offer. Although we have no current plans to acquire additional shares of our common stock other than through the offer, we may, in the future, purchase additional shares pursuant to the repurchase program authorized by our Board of Directors or otherwise in the open market, in private transactions, through tender offers or otherwise, subject to the approval of our Board. Future purchases may be on the same terms as this offer or on terms that are more or less favorable to shareholders than the terms of this offer. However, Rule 13e-4 under the Exchange Act prohibits us and our affiliates from purchasing any shares, other than 13 pursuant to the offer, until at least ten business days after the Expiration Date. Any future purchases by us will depend on many factors, including: - the market price of the shares at that time; - the results of this offer; - our business strategy; - our business and financial position; and - general economic and market conditions. 3. PROCEDURES FOR TENDERING SHARES. Proper Tender of Shares. For shares to be tendered properly pursuant to the offer, either (1) or (2) below must occur: (1) before 5:00 p.m., Eastern time, on the Expiration Date the Depositary at its address set forth on the back cover of this Offer to Purchase must receive the certificates for the shares, or confirmation of receipt of the shares pursuant to the procedure for book-entry transfer set forth below, together with - a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, or - an Agent's Message (as defined below) in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program (as described below) of the Book-Entry Transfer Facility (as defined below), and any other documents required by the Letter of Transmittal; or (2) the tendering shareholder must comply with the guaranteed delivery procedure set forth below. In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender shares pursuant to the offer must either - check the box in the section of the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer" or - check one of the boxes in the section of the Letter of Transmittal captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered" indicating the price at which shares are being tendered. A tender of shares will be proper if and only if, one of these boxes is checked on the Letter of Transmittal. If tendering shareholders wish to maximize the chance that their shares will be purchased, they should check the box in the section on the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer." Note that this election could result in the tendered shares being purchased at the minimum price of $21.00 per share. If tendering shareholders wish to indicate a specific price (in multiples of $0.25) at which their shares are being tendered, they must check a box under the section captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered." Tendering shareholders should be aware that this election could mean that none of their shares will be purchased if they check a box other than the box representing the lowest price. A shareholder who wishes to tender shares at more than one price must complete separate letters of transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the offer) at more than one price. Odd Lot Holders who tender all their shares must also complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1. 14 Shareholders who hold shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. Signature Guarantees and Method of Delivery. No signature guarantee is required if: - the Letter of Transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, will include any participant in The Depository Trust Company (the "Book-Entry Transfer Facility") whose name appears on a security position listing as the owner of the shares) tendered and the holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal; or - shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as the term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constitutes an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate for shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary's account at the Book-Entry Transfer Facility as described above), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgment in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal. The method of delivery of all documents, including certificates for shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, we recommend that shareholders use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery. Book-Entry Delivery. The Depositary will establish an account with respect to the shares for purposes of the offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Although delivery of shares may be effected through a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, either - a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), with any required signature guarantees, an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date, or - the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. 15 The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant. Participants in the Book-Entry Transfer Facility may tender their shares in accordance with the Automated Tender Offer Program to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the Automated Tender Offer Program must expressly acknowledge that the shareholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against them. Guaranteed Delivery. If a shareholder desires to tender shares pursuant to the offer and the shareholder's share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary before the Expiration Date, the shares still may be tendered, if all of the following conditions are satisfied: - the tender is made by or through an Eligible Institution; - the Depositary receives by hand, mail, overnight courier, telegram or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form we have provided with this Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and - the certificates for all tendered shares, in proper form for transfer (or confirmation of book-entry transfer of the shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery. Company Stock Option Plans. We are not offering to purchase any of the Stock options outstanding under the Company's Incentive Stock Plan and tenders of such Options will not be accepted. Holders of stock options who wish to participate in the offer may either - comply with the procedures for guaranteed delivery set forth under "Guaranteed Delivery" above without having to exercise their options (pursuant to their terms) until after the results of the offer are known (provided, however, that an option holder will not be required to make the requisite tender through an Eligible Institution and may personally execute and deliver the Notice of Guaranteed Delivery) or - exercise their options (pursuant to their terms) and purchase shares of the common stock and then tender such shares pursuant to the offer. In the case of either of the above, any such exercise of an option and tender of shares is in accordance with the terms of the Incentive Stock Plan and the Options. In no event are any options to be delivered to the Depositary in connection with a tender of Shares hereunder. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason. Ralcorp 401(k) Plan. Participants in our Savings Investment Plan who wish to tender some or all of the shares held in their accounts under the plan must follow the instructions in the "Letter to Participants in Ralcorp's Savings Investment Plan" furnished separately and return it to Vanguard in accordance with those instructions. The instructions must be received by Vanguard no later than four business days prior to the 16 Expiration Date, or no shares allocated to the participant's account will be tendered. Participants in the Ralcorp Stock Fund will be prohibited from doing any new financial transactions in the stock fund from December 6 to December 16, or such earlier date as determined by Vanguard. Delivery of a Letter of Transmittal by a savings plan participant does not constitute proper tender of his or her Savings Investment Plan shares. Proper tender can only be made by the Trustee, who is the record owner of the shares held in the savings plan. Please note that instruction letters must be submitted to the Trustee prior to the Expiration Date. If a participant wishes to tender some or all of the shares held on the participant's behalf in its savings plan account, Vanguard must receive a participant's instructions at least four business days prior to the Expiration Date, otherwise the Trustee will not tender any shares held on behalf of the participant in the savings plan. The proceeds received by Vanguard from any tender of shares from a participant's savings plan account will be reinvested in the Vanguard Federal Money Market Fund. Once the tender proceeds have been credited to the participant's plan accounts, the participant may reallocate his or her investments among the various investment funds under the savings plan in the usual manner. Participants in our Savings Investment Plan are urged to read the separate instruction letter and related materials carefully. Our Savings Investment Plan is prohibited by applicable ERISA rules from selling shares to us for a price that is less than the prevailing market price. Accordingly, if a participant in the savings plan elects to tender shares at a price that is lower than the prevailing market price of our common stock at the expiration of the offer, the tender price elected by the participant will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the NYSE on the Expiration Date. If the market price of our common stock at the Expiration Date is higher than the price at which we are purchasing shares pursuant to this offer then those tenders will be invalid under applicable law and those shares will not be purchased by us. Return of Unpurchased Shares. If any tendered shares are not purchased, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the offer or, in the case of shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility, in each case without expense to the shareholder. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the purchase price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and our interpretation of the terms of the offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. We will not, nor will the Dealer Manager, the Depositary, the Information Agent or any other person, be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice. Tendering Shareholder's Representation and Warranty; Our Acceptance Constitutes an Agreement. A tender of shares pursuant to any of the procedures described above will constitute the tendering shareholder's acceptance of the terms and conditions of the offer, as well as the tendering shareholder's representation and warranty to us that - the shareholder has a "net long position," within the meaning of Rule 14e-4 promulgated by the Securities and Exchange Commission ("SEC") under the Exchange Act, in the shares or equivalent securities at least equal to the shares being tendered, and 17 - the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person's own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares tendered or (b) other securities convertible into or exchangeable or exercisable for the shares tendered and will acquire the shares for tender by conversion, exchange or exercise and (2) will deliver or cause to be delivered the shares in accordance with the terms of the offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered pursuant to the offer will constitute a binding agreement between the tendering shareholder and us on the terms and conditions of the offer. United States Federal Income Tax Backup Withholding. Certain noncorporate United States Holders are subject to United States federal income tax backup withholding at a rate of 30% on payment of the gross proceeds payable pursuant to the offer. Backup withholding must be withheld and remitted to the United States Internal Revenue Service ("IRS"), unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If the United States Holder (as defined in Section 14) does not provide the Depositary with the correct taxpayer identification number, the United States Holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Backup withholding generally will not apply to payments made to a Non-United States Holder who has provided the required certification that the holder is not a United States person or has otherwise established an exemption. Such Non-United States Holder must provide an IRS Form W-8 or a Substitute W-8 signed under penalties of perjury to establish to the satisfaction of the Depositary that the holder is not subject to backup withholding. Withholding For Non-United States Holders. Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). To obtain an exemption from withholding on the grounds that the gross payments made pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). A Non-United States Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI generally will be required to file a United States federal income tax return and will be subject to United States federal income tax on income derived from the sale of shares pursuant to the offer in the manner and to the extent described in Section 14 as if it were a United States Holder. The Depositary will determine a shareholder's status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets those tests described in Section 14 that would characterize the exchange 18 as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. Lost or Destroyed Certificates. Shareholders whose certificates for part or all of their shares have been lost, stolen, misplaced or destroyed may either complete the box in the Letter of Transmittal entitled, "Affidavit of Lost or Destroyed Certificate(s)" on page 6 of the Letter of Transmittal, and pay the listed insurance premium or contact the Depositary at (877) 282-1168 for instructions as to the documents that will be required to be submitted together with the Letter of Transmittal in order to receive stock certificate(s) representing the shares. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation. Certificates for shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us. Any documents delivered to us will not be forwarded to the Depositary and will not be deemed to be properly tendered. 4. WITHDRAWAL RIGHTS. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless already accepted for payment by us pursuant to the offer, may also be withdrawn at any time after 12:00 Midnight, Eastern time, on Wednesday, January 8, 2003. Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic, telex or facsimile transmission form and must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares if different from that of the person who tendered the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares tendered for the account of an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we nor the Dealer Manager, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any notice. Participants in our Savings Investment Plan who wish to withdraw their shares must follow the instructions found in the "Letter to Participants in the Ralcorp Savings Investment Plan" sent to them separately. Withdrawals may not be rescinded, and any shares properly withdrawn will be deemed not properly tendered for purposes of the offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3. If we extend the offer, are delayed in our purchase of shares or are unable to purchase shares pursuant to the offer for any reason, then, without prejudice to our rights under the offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and the shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the 19 Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Promptly following the Expiration Date, we will - determine a single per share purchase price we will pay for the shares properly tendered and not properly withdrawn before the Expiration Date, taking into account the number of shares tendered and the prices specified by tendering shareholders, and - accept for payment and pay for (and thereby purchase) up to 4,000,000 shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date. For purposes of the offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the "odd lot" priority, proration and conditional tender provisions of this offer, shares that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the offer. Upon and subject to the conditions of this offering, we will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the offer promptly after the Expiration Date. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly, subject to possible delay in the event of proration or conditional tender, but only after timely receipt by the Depositary of certificates for shares, or of a timely Book-Entry Confirmation of shares into the Depositary's account at the Book-Entry Transfer Facility, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents. We will pay for shares purchased pursuant to the offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until approximately seven business days after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration or conditional tenders, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the Expiration Date or termination of the offer without expense to the tendering shareholders. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the offer. See Section 7. We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal. 20 Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding of 30% of the gross proceeds paid to the shareholder or other payee pursuant to the offer. See Section 3. Also see Section 3 regarding United States federal income tax consequences for Non-United States shareholders. 6. CONDITIONAL TENDER OF SHARES. Under certain circumstances and subject to the exceptions for Odd Lot Holders described in Section 1, we may prorate the number of shares purchased pursuant to the offer. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder's decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares from the shareholder pursuant to the offer in such a manner that it will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder's shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box captioned "Conditional Tender" in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. Each shareholder is urged to consult with his or her own tax advisor. Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are purchased. If the effect of accepting tenders on a pro rata basis would be to reduce the number of shares to be purchased from any shareholder (tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a shareholder subject to a conditional tender pursuant to the Letter of Transmittal or Notice of Guaranteed Delivery and regarded as withdrawn as a result of proration will be returned promptly after the Expiration Date. If conditional tenders would otherwise be regarded as withdrawn because of proration and would cause the total number of shares to be purchased to fall below 4,000,000, then to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 4,000,000 shares. In selecting among the conditional tenders, we will select by lot and will limit our purchase in each case to the designated minimum of shares to be purchased. 7. CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) of the Exchange Act, if at any time on or after November 12, 2002 and prior to the time of payment for any shares (whether any shares have theretofore been accepted for payment) any of the following events occur or are determined by us to have occurred, that, in our reasonable judgment in any such case and regardless of the circumstances giving rise to the event, including any act or omission to act by us, make it inadvisable to proceed with the offer or with acceptance for payment or payment for the shares in the offer. - There has been threatened, instituted or pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly: - challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer, the acquisition of some or all of the shares pursuant to the offer or otherwise relates in any manner to the offer; or 21 - in our reasonable judgment, could materially and adversely affect our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries' business or materially impair the contemplated benefits of the offer to us. - There has been any action threatened, instituted, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, could directly or indirectly: - make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit consummation of the offer; - delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares; - materially impair the contemplated benefits of the offer to us; or - materially and adversely affect our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our or any of our subsidiaries' business. - There has occurred any of the following: - any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market; - the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory; - the declaration of national emergency, the commencement or escalation of a war, armed hostilities or other international or national act of terrorism or calamity directly or indirectly involving the United States; - any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States; - any 15% or greater decrease in either the market price of our common stock or in the market prices of equity securities generally in the United States or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or on the trading in the shares of our common stock or on the benefits of the offer to us; or - in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof. - A tender or exchange offer for any or all of our shares (other than this offer), or any merger, acquisition proposal, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed. 22 - We learn that: - any entity, "group" (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before August 9, 2000); or - any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before August 9, 2000 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional 2% or more of our outstanding shares. - Any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our shares of common stock, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities. - Any change or changes have occurred or are threatened in our or our subsidiaries' business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to us or our subsidiaries. - We determine that the consummation of the offer and the purchase of the shares may cause our common stock to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act. The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. 8. PRICE RANGE OF SHARES; DIVIDENDS; OUR RIGHTS PLAN. Our common stock is listed for trading on the NYSE under the symbol "RAH". It began trading in January 1997. The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share as reported on the NYSE. We have never paid any cash dividends on our common stock and presently our Board of Directors has determined not to alter this policy.
HIGH LOW ------ ------ 2001 First quarter............................................... $16.50 $13.62 Second quarter.............................................. 18.90 15.06 Third quarter............................................... 18.74 15.81 Fourth quarter.............................................. 20.85 17.04 2002 First quarter............................................... $24.30 $18.93 Second quarter.............................................. 28.24 22.40 Third quarter............................................... 31.25 25.62 Fourth quarter.............................................. 31.80 20.70 2003 First quarter (through November 8, 2002).................... $23.21 $19.43
On November 8, 2002, the last full trading day before the announcement of the offer, the last reported sale price of the shares as reported on the NYSE composite tape was $20.30. We urge shareholders to obtain current market quotations for the shares. 23 Rights Plan. In 1996, our Board of Directors adopted a shareholder protection rights plan, pursuant to which we declared a dividend of one stock purchase right for each share of our common stock outstanding. One right attaches to each share of our common stock, and, when exercisable, each right will entitle the registered holder to purchase from us one one-hundredth of a share of common stock, at a price of $30.00 per share, subject to adjustment. In general, the rights become exercisable or separately transferable only upon the occurrence of certain events relating to the acquisition by any person or group, other than us, of beneficial ownership of 15% or more of the aggregate voting power represented by our outstanding securities or the commencement of a tender offer to acquire such beneficial ownership. The rights will expire on January 31, 2007, subject to our right to extend the date, unless earlier redeemed or exchanged by us or terminated. The rights may be redeemed in whole, but not in part, at a price of $.01 per right by the Board of Directors at any time before the time a person crosses the beneficial ownership threshold. On June 30, 1997, our Board of Directors amended our shareholder rights plan to replace the rights agent. The stock purchase rights are not currently exercisable and trade together with shares of our common stock. Absent circumstances causing the rights to become exercisable or separately tradable prior to the Expiration Date, the tender of any shares pursuant to the offer will include the tender of the associated rights. No separate consideration will be paid for the rights. Upon the purchase of shares by us pursuant to this offer, the sellers of the shares purchased will no longer own the common stock purchase rights associated with the purchased shares. The foregoing description of the common stock purchase rights is qualified in its entirety by reference to the form of the Shareholder Protection Rights Agreement, a copy of which has been filed as an exhibit to our Registration Statement on Form 10 dated December 27, 1996. The amendment has been filed as an exhibit to our Form 10-Q for the period ending June 30, 1997. These exhibits may be obtained from the SEC in the manner provided in Section 10. 9. SOURCE AND AMOUNT OF FUNDS. Assuming we purchase 4,000,000 shares at a purchase price of $24.00 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the Offer, to be approximately $97 million. It is anticipated that the Company will fund the purchase of shares and the payment of related fees and expenses from borrowings under our existing $275 million credit agreement among the Company and Bank One, N.A., Wachovia Bank, N.A., PNC Bank, N.A., Suntrust Bank, Cobank, ACB, U.S. Bank National Association, Commerce Bank, N.A. and Harris Trust and Savings Bank. The lenders under the credit agreement are obligated to loan us money provided we have complied with the covenants set forth in the credit agreement and the representation and warranties in the credit agreement are true and correct at the time of the loan. We must satisfy certain financial covenants, including, but not limited to, requirements that: - our debt cannot exceed three times our EBITDA (defined generally as net income plus taxes, interest expense, and depreciation and amortization); - our EBIT (defined generally as net income plus interest and taxes) must be at least three times our interest expense; and - our net worth (currently $355.3 million) cannot be less than $255.2 million. Assuming we purchase all of the 4 million shares at $24.00 per share we estimate that our financial covenants would be as follows: - debt to EBITDA would be 2.47 to 1; - our EBIT to interest would be 7.9 to 1; and - our net worth would be $258.3 million. 24 Further, the lenders are not obligated to loan money in the event there is a change in our business, property, condition or results of operation which could reasonably be expected to have a material adverse effect on our results of operations or ability to repay borrowings. We anticipate that after payment of the shares under the offer, borrowings under the credit agreement will bear interest at a rate per annum equal to a variable interest rate charged at LIBOR plus 1%. Borrowings under the credit agreement are unsecured and mature on October 16, 2004. As of October 31, 2002 we had $172.4 million in unpaid borrowings under the credit agreement and other uncommitted short-term borrowing arrangements. On September 24, 2001, we entered into a three year agreement to sell on an ongoing basis all of our trade account receivables to a wholly owned, bankruptcy-remote subsidiary, which in turn sells the receivables to a bank commercial paper conduit. Presently, we have approximately $60 million in net proceeds from the sale of receivables which reduces the amount we need to borrow under the credit agreement to fund our working capital. We currently anticipate that any borrowings under the credit agreement will be repaid out of operating cash flows or a refinancing. The preceding description of the credit agreement is qualified in its entirety by reference to the text of the credit agreement and its amendment, which are incorporated by reference as exhibits to the schedule to which this offer forms a part. A copy of the Schedule may be obtained from the SEC in the manner provided in Section 10. 10. CERTAIN INFORMATION CONCERNING US. We are a Missouri corporation. We manufacture, distribute and market private label foods such as: ready-to-eat and hot cereal, crackers and cookies, snack nuts, chocolate candy, and wet filled products such as salad dressings, mayonnaise, syrups, peanut butter, jams and jellies and specialty sauces. We also produce and sell some of the same types of products under brand names. Additionally, we co-manufacture several cereal, crackers and cookies for larger branded producers. We own 21.5% of Vail Resorts, Inc., a leading operator of ski resorts in North America. Vail is a publicly traded company and its stock trades on the NYSE under the symbol "MTN". We are headquartered at 800 Market Street, Suite 2900, St. Louis, Missouri. Our telephone number is (314) 877-7000. Where You Can Find More Information. We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and The Woolworth Building, 233 Broadway, New York, New York 10279. Copies of this material may also be obtained by mail, upon payment of the SEC's customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Incorporation by Reference. The rules of the SEC allow us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us. 25
SEC FILINGS (FILE NO. 1-12619) PERIOD OR DATE FILED - ------------------------------ -------------------- Annual Report on Form 10-K............. Year ended September 30, 2001 Quarterly Reports on Form 10-Q......... Quarters ended December 31, 2001, March 31, 2002 and June 30, 2002 Reports on Form 8-K.................... Filed November 1, 2001 Filed October 17, 2001 Filed January 3, 2002 Filed January 30, 2002 Filed January 31, 2002 (two filings) Filed May 1, 2002 Filed July 30, 2002 Filed August 14, 2002 (two filings) Filed August 27, 2002 Filed October 31, 2002 Filed November 12, 2002
We incorporate by reference these documents and any additional documents that we may file with the SEC between the date of this offer and the date of expiration of withdrawal rights. Those documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements. You can obtain any of the documents incorporated by reference in this document from us or from the SEC's web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You can obtain documents incorporated by reference in this Offer to Purchase by requesting them in writing or by telephone from us at 800 Market Street, Suite 2900, St. Louis, Missouri 63101, telephone: (314) 877-7000. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. 11. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES. As of November 7, 2002, we had 30,029,012 issued and outstanding shares and 4,120,749 shares reserved for issuance upon exercise of all outstanding stock options. The 4,000,000 shares that we are offering to purchase hereunder represent approximately 13.3% of the shares outstanding on November 7, 2002. As of November 7, 2002, our directors and executive officers as a group (14 persons) beneficially owned 1,318,405 shares (including 238,850 shares issuable upon exercise of options) or approximately 4.4% of the total outstanding shares of our common stock on that date. Each of our executive officers and directors has advised us that he or she does not intend to tender any shares pursuant to our offer. If we purchase 4,000,000 shares pursuant to the offer, and none of our executive officers or directors tender shares pursuant to the offer, then after the purchase of shares pursuant to the offer, our executive officers and directors as a group would beneficially own approximately 5.1% of the total shares of our common stock outstanding immediately after the offer. The business address of each of our directors and executive officers is 800 Market Street, Suite 2900, St. Louis, Missouri 63101. 26
NUMBER OF SHARES % OF BENEFICIALLY SHARES EXPLANATORY DIRECTORS AND EXECUTIVE OFFICERS OWNED OUTSTANDING(A) NOTES - -------------------------------- ------------ -------------- ----------- David R. Banks.................................. 1,000 * Jack W. Goodall................................. 30,900 * M. Darrell Ingram............................... 5,000 * David W. Kemper................................. 9,000 * Richard A. Liddy................................ 10,000 * (B) Joe R. Micheletto............................... 184,196 * (C)(J) William P. Stiritz.............................. 880,409 2.9% (D) Kevin J. Hunt................................... 39,491 * (E)(J) Robert W. Lockwood.............................. 39,021 * (F)(J) James A. Nichols................................ 43,021 * (G)(J) David P. Skarie................................. 23,807 * (H)(J) All directors and executive officers as a group (14 persons).................................. 1,318,405 4.4% (I)(J)
- --------------- * Represents beneficial ownership of less than 1% of our outstanding common stock. (A) For purposes of calculating the percentage of Shares Outstanding owned by each individual or the group, Shares Outstanding were deemed to be (i) shares actually outstanding on November 7, 2002, plus, in the case of each named executive officer and of the group, (ii) shares attributable to stock options held by the officer or members of the group which could be exercised for common stock within 60 days after November 7, 2002. (B) These shares of common stock are owned by Mr. Liddy's wife. (C) Includes 34,956 shares of common stock held under Ralcorp's Savings Investment Plan and 107,150 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (D) Includes 3,950 restricted shares and 18,333 shares of common stock owned by Mr. Stiritz's wife. (E) Includes 2,490 shares of common stock held under Ralcorp's Savings Investment Plan and 31,700 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (F) Includes 4,913 shares of common stock held under Ralcorp's Savings Investment Plan and 32,250 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (G) Includes 521 shares of common stock held under Ralcorp's Savings Investment Plan and 14,500 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (H) Includes 3,320 shares of common stock held under Ralcorp's Savings Investment Plan and 12,000 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (I) With respect to all executive officers except those named in the above table: includes 2,631 shares of common stock held under the Company's Savings Investment Plan and 41,250 shares which are not presently owned but could be acquired within 60 days by the exercise of stock options. (J) Shares of common stock held in the Company's Savings Investment Plan are not directly allocated to individual participants but instead are held in a separate fund in which participants acquire units. The fund also holds varying amounts of cash and short-term investments. The number of shares of common stock reported as being held in the Savings Investment Plan with respect to the executive officers is an approximation of the number of shares in the fund allocable to each of the executive officers. The number of shares allocable to a participant in the fund will vary on a daily basis based upon the cash position of the fund and the market price of the common stock. Except as set forth below, based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of our affiliates or subsidiaries nor, to the best of our knowledge, any of our or our subsidiaries' directors or executive officers, nor any associates or 27 subsidiaries of any of the foregoing, has effected any transactions involving our shares of common stock during the 60 days prior to November 7, 2002: Thomas G. Granneman, Corporate Vice President and Controller, purchased 2 shares through the Company's Savings Investment Plan at a price of $21.30 per share on September 27, 2002 and 2 shares at a price of $23.21 on November 1, 2002. Kevin J. Hunt, Corporate Vice President and President, Bremner, Inc., purchased 2 shares through the Company's Savings Investment Plan at a price of $21.30 per share on September 27, 2002 and 2 shares at a price of $23.21 on November 1, 2002. Joe R. Micheletto, Chief Executive Officer and President, purchased 6 shares through the Company's Savings Investment Plan at a price of $21.30 per share on September 27, 2002 and 6 shares at a price of $23.21 on November 1, 2002. In May 2002, Joe R. Micheletto, a Director and our Chief Executive Officer and President, and the Company entered into an agreement whereby Mr. Micheletto would be paid the cash value of 100,000 shares of Company common stock if he remained employed with the Company through December 31, 2002. The value of the shares is to be determined based on the average of the closing price of the Company's shares on the NYSE for the ten trading days prior to December 31, 2002. In the event Mr. Micheletto's employment is terminated by the Company prior to December 31, 2002, the cash value is measured by the value of the shares for the ten trading days prior to his termination. Since the closing of this offer will occur near the anticipated payout under the agreement, Mr. Micheletto has elected to abstain from the voting on the offer by the Board of Directors. Mr. Micheletto and our other directors and executive officers hold share equivalents under our deferred compensation plans. Except as otherwise described in this Offer to Purchase, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT. Our purchase of shares pursuant to the offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of shareholders. Nonetheless, we anticipate that there will be a sufficient number of shares outstanding and publicly traded following consummation of the offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of shares pursuant to the offer will cause our remaining shares to be delisted from the NYSE. Our shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. We believe that, following the purchase of shares pursuant to the offer, the shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. Our shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC's proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares pursuant to the offer will not result in the shares becoming eligible for deregistration under the Exchange Act. 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. We are not aware of any antitrust restriction, margin requirement, license or regulatory permit material to our business that might be adversely affected by our acquisition of shares as contemplated in this offer or of any approval or other action by any government or governmental, administrative or regulatory authority or 28 agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of shares as contemplated by this offer. Should any approval or other action be required, we currently contemplate that we will seek that approval or other action. We cannot predict whether we will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business. Our obligations under the offer to accept for payment and pay for shares are subject to conditions. See Section 7. To the knowledge of the Company, no material litigation proceedings relating to the tender offer are pending. 14. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following summary describes the principal United States federal income tax consequences to United States Holders (as defined below) of an exchange of shares for cash pursuant to the offer. Those shareholders who do not participate in the exchange should not incur any United States federal income tax liability from the exchange. This summary is based upon the Internal Revenue Code of 1986, as amended to the date of this offer (the "Code"), existing and proposed United States Treasury Regulations promulgated under the Code, published rulings, administrative pronouncements and judicial decisions, changes to which could affect the tax consequences described in this offer (possibly on a retroactive basis). This summary addresses only shares held as capital assets. It does not address all of the tax consequences that may be relevant to particular shareholders because of their personal circumstances, or to other types of shareholders (such as certain financial institutions, traders in securities that elect mark to market, dealers or traders in securities or commodities, insurance companies, "S" corporations, partnerships, expatriates, tax-exempt organizations, tax-qualified retirement plans, Non-United States Holders (as defined below), persons who are subject to alternative minimum tax, or persons who hold shares as a position in a "straddle" or as part of a "hedging" or "conversion" transaction or that have a functional currency other than the United States dollar). This summary may not be applicable with respect to shares acquired as compensation (including shares acquired upon the exercise of stock options or which were or are subject to forfeiture restrictions) or shares acquired under a tax-qualified retirement plan. This summary also does not address the state, local or foreign tax consequences of participating in the offer. You should consult your tax advisor as to the particular consequences to you of participating in this offer. A "United States Holder" is a holder of shares that for United States federal income tax purposes is: - a citizen or resident of the United States; - a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any State or the District of Columbia; - an estate the income of which is subject to United States federal income taxation regardless of its source; or - a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons has the authority to control all substantial decisions of the trust. A "Non-United States Holder" is a holder of shares other than a United States Holder. CONSEQUENCES TO UNITED STATES HOLDERS An exchange of shares for cash pursuant to the offer will be a taxable event. A United States Holder participating in the exchange will be treated either as having sold shares or as having received a dividend distribution from Ralcorp. A United States Holder's exchange of shares for cash pursuant to the offer will be 29 treated as a dividend to the extent of our current or accumulated earnings and profits as determined under United States federal income tax principles, unless the exchange: - results in a "complete termination" of the holder's stock interest in Ralcorp under section 302(b)(3) of the Code; - is a "substantially disproportionate" redemption with respect to the holder under section 302(b)(2) of the Code; or - is "not essentially equivalent to a dividend" with respect to the holder under section 302(b)(1) of the Code. In determining whether any of these tests have been met, a United States Holder must take into account not only shares it actually owns, but also shares it constructively owns within the meaning of section 318 of the Code. A distribution to a shareholder is "not essentially equivalent to a dividend" if it results in a "meaningful reduction" in the shareholder's stock interest in Ralcorp. If, as a result of an exchange of shares for cash pursuant to the offer, a United States Holder of shares whose relative stock interest in Ralcorp is minimal and who exercises no control over corporate affairs suffers a reduction in its proportionate interest in Ralcorp (including any ownership of preferred stock and any shares constructively owned), that United States Holder generally should be regarded as having suffered a meaningful reduction in its interest in Ralcorp. Satisfaction of the "complete termination" and "substantially disproportionate" exceptions is dependent upon compliance with the respective objective tests set forth in section 302(b)(3) and section 302(b)(2) of the Code. A distribution to a shareholder will result in a "complete termination" if either (1) all of the shares actually and constructively owned by the shareholder are exchanged pursuant to the offer or (2) all of the shares actually owned by the shareholder are exchanged pursuant to the offer and the shareholder is eligible to waive, and effectively waives, the attribution of shares constructively owned by the shareholder in accordance with the procedures described in section 302(c)(2) of the Code. A distribution to a shareholder will be "substantially disproportionate" if the percentage of the outstanding shares actually and constructively owned by the shareholder immediately following the exchange of shares pursuant to the offer (treating shares exchanged pursuant to the offer as outstanding) is less than 80% of the percentage of the outstanding shares actually and constructively owned by the shareholder immediately before the exchange (treating shares exchanged pursuant to the offer as outstanding). Contemporaneous dispositions or acquisitions of shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302(b) of the Code has been satisfied. Each shareholder should be aware that because proration may occur in the offer, even if all the shares actually and constructively owned by a shareholder are tendered pursuant to the offer, fewer than all of such shares may be purchased by us. Thus, proration may affect whether the surrender by a shareholder pursuant to the offer will meet any of the three tests under Section 302 of the Code. If an exchange of shares for cash by a United States Holder pursuant to the offer is not treated as a distribution taxable as a dividend, the holder will recognize capital gain or loss equal to the difference between the amount of cash received and the holder's adjusted tax basis in the shares and in the associated common stock purchase rights, if any, tendered to Ralcorp, except to the extent that the amount of cash received includes dividends that have been declared by the Board of Directors of Ralcorp before the exchange. The gain or loss would be long-term capital gain or loss if the holding period for the shares exceeds one year. For a United States Holder who is an individual, trust or estate, the maximum rate of United States federal income tax applicable to net capital gain on shares held for more than one year is 20%. If the amount received by a United States Holder in the offer is treated as a distribution that is taxable as a dividend (as opposed to consideration received in a sale or exchange), the amount of the distribution will be the amount of cash received by the holder. The amount will be treated as a dividend, taxable as ordinary income to the United States Holder, to the extent of our current or accumulated earnings and profits as 30 determined under United States federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the holder's tax basis in the shares exchanged in the offer. Any remaining amount after the United States Holder's tax basis has been reduced to zero will be taxable as capital gain. The United States Holder's adjusted tax basis in its shares exchanged in the offer generally will be transferred to any of its remaining stockholdings in Ralcorp, subject to, in the case of corporate shareholders, reduction of basis or possible gain recognition under section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. If the United States Holder does not retain any actual stock ownership in Ralcorp (having a stock interest only constructively), the holder may lose the benefit of the holder's adjusted tax basis in its shares. A dividend received by a corporate United States Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the "extraordinary dividend" provisions of section 1059 of the Code. Corporate shareholders should consult their own tax advisors regarding (1) whether a dividends-received deduction will be available to them, and (2) the possible application of section 1059 to the ownership and disposition of their shares. CONSEQUENCES TO NON-UNITED STATES HOLDERS See Section 3 with respect to the application of United States federal income tax withholding to payments made to Non-United States Holders and the backup withholding tax requirements. If the exchange is characterized as a sale (as opposed to a dividend) with respect to a Non-United States Holder, the holder generally will not be subject to United States federal income tax, and therefore may be entitled to a refund of the tax withheld by the Depositary on any gain with respect to the exchange unless: - the gain is effectively connected with a trade or business of the Non-United States Holder in the United States and, if certain tax treaties apply, is attributable to a permanent establishment in the United States maintained by such holder; or - in the case of a non-resident alien individual who holds the common stock as a capital asset, the individual is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met. The tax discussion set forth above is included for general information only. You are urged to consult your tax advisor to determine the particular tax consequences to you of the offer, including the applicability and effect of state, local and foreign tax laws. 15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENT. We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to extend the period of time the offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the offer and reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the offer to holders of shares or by decreasing or increasing the number of shares being sought in the offer). 31 Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., Eastern time, on the first business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service or comparable service. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If: (1) we increase or decrease the price to be paid for shares, materially increase the Dealer Manager's fee or increase or decrease the number of shares being sought in the offer and, in the event of an increase in the number of shares being sought, the increase exceeds 2% of the outstanding shares of our common stock, and (2) the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15, then, in each case, the offer will be extended until the expiration of a period of ten business days. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 am through 12:00 Midnight, Eastern time. 16. FEES AND EXPENSES. We have retained Banc of America Securities LLC to act as our financial advisor, as well as the Dealer Manager, in connection with the offer. Banc of America Securities will receive, for their services as Dealer Manager, a reasonable and customary fee in connection with the offer. We also have agreed to reimburse Banc of America Securities for reasonable out-of-pocket expenses incurred in connection with the offer, including reasonable fees and expenses of counsel, and to indemnify Banc of America Securities against liabilities in connection with the offer, including liabilities under the federal securities laws. We have retained Georgeson Shareholder Communications Inc. to act as Information Agent and EquiServe Trust Company N.A. to act as Depositary in connection with the offer. The Information Agent may contact holders of shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the offer to beneficial owners. The Information Agent and the Depositary each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the offer, including liabilities under the federal securities laws. Vanguard Fiduciary Trust Company is the trustee for our Savings Investment Plan. Vanguard will be reimbursed for certain out-of-pocket costs in connection with the offer. We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of shares pursuant to the offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of, the Dealer 32 Manager, the Information Agent or the Depositary for purposes of the offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in Instruction 7 in the Letter of Transmittal. 17. MISCELLANEOUS. We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer or the acceptance of shares pursuant to the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of shares residing in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer will be deemed to be made on our behalf by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information relating to the offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 10 with respect to information concerning us. Tendering shareholders should rely only on the information contained in this document or to which we have referred them. We have not authorized anyone to provide tendering shareholders with information or make any representation on behalf of us in connection with this offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If given or made, tendering shareholders should not rely on that information or representation as having been authorized by us. 33 Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder or such shareholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. The Depositary for the Offer is: EQUISERVE TRUST COMPANY, N.A. By Federal Express or other By Mail: Overnight Courier: By Hand: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting Corporate Actions Attn: Corporate Actions c/o EquiServe Trust Company, N.A. P.O. Box 43025 40 Campanelli Drive 100 William's Street, Galleria Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
By Facsimile Transmission: (For transmission of Notice of Guaranteed Delivery by Eligible Institutions Only) (781) 575-4826 Confirm by Telephone: (781) 575-4816 - -------------------------------------------------------------------------------- Any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at the telephone numbers and locations listed below. Stockholders may also contact their local broker, dealer, commercial bank, trust company or nominee for assistance concerning the offer. To confirm delivery of Shares, stockholders are directed to contact the Depositary. The Information Agent for the Offer is: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street, 10th Floor New York, New York 10004 (212) 440-9800 or Call Toll-Free (866) 870-4326 The Dealer Manager for the Offer is: [BANC OF AMERICA SECURITIES LLC LOGO] 9 West 57th Street New York, New York 10019 (212) 583-8564 November 12, 2002 EX-99.(A)(1)(II) 4 c72923exv99wxayx1yxiiy.txt LETTER OF TRANSMITTAL Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (Including the Associated Common Stock Purchase Rights) of RALCORP HOLDINGS, INC. Pursuant to the Offer to Purchase Dated November 12, 2002 - -------------------------------------------------------------------------------- THIS OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- The Depositary for the Offer is: EQUISERVE TRUST COMPANY, N.A. By First Class Mail: By Overnight Deliver or Express By Hand Delivery: EquiServe Trust Company, N.A. Mail: Securities Transfer and Reporting Corporate Actions EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. P.O. Box 43025 Attn: Corporate Actions 100 Williams Street, Galleria Providence, RI 02940-3025 40 Campanelli Drive New York, NY 10038 Braintree, MA 02184
FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT THE ABOVE ADDRESS (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS) BEFORE OUR OFFER EXPIRES. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO US, THE DEALER MANAGER, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- ----------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - ----------------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Owner(s) (Please fill in, if blank, Certificate(s) Enclosed exactly as name(s) appear(s) on Share Certificate(s) (attach signed list if necessary) - ----------------------------------------------------------------------------------------------------------------------------- Total (Attach additional signed list if necessary. See Instruction 9.) Number of Shares Share Evidenced Number of Certificate by Share Shares Number(s)* Certificate(s) Tendered** ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- TOTAL SHARES - ----------------------------------------------------------------------------------------------------------------------------- Indicate in this box the order (by certificate number) in which shares are to be purchased in the event of proration.*** 1st: 2nd: 3rd: 4th: - -----------------------------------------------------------------------------------------------------------------------------
* DOES NOT need not be completed by shareholders tendering shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all shares evidenced by each certificate delivered to the Depositary are being tendered hereby. See Instruction 4. *** If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary. 1 This Letter of Transmittal is to be completed only if: (a) certificates representing shares are to be forwarded herewith, or (b) a tender of shares is to be made concurrently by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase, unless (1) an Agent's Message (as defined in Instruction 2) is used or (2) the acknowledgement required by the Automated Tender Offer Program is provided. Shareholders who desire to tender shares pursuant to the offer, but whose share certificates are not immediately available or who cannot deliver the certificates and all other documents required by this Letter of Transmittal to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase), or who cannot comply with the procedure for book-entry transfer on a timely basis, may nevertheless tender their shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. ADDITIONAL INFORMATION IF SHARES HAVE BEEN LOST, ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER OR ARE BEING DELIVERED PURSUANT TO A PREVIOUS NOTICE OF GUARANTEED DELIVERY Check here if any certificate evidencing the shares you are tendering with this Letter of Transmittal [ ] has been lost, stolen, destroyed or mutilated. You should communicate in writing with Georgeson Shareholder Communications Inc., the Information Agent, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Information Agent immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 15. [ ] Check here if tendered shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver shares by book-entry transfer): Name of Tendering Institution: ---------------------------------------------------------------------- Account Number: ------------------------------------------------------------------------------------ Transaction Code Number: ---------------------------------------------------------------------------- [ ] Check here if tendered shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following: Name(s) of Registered Owner(s): ---------------------------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: -------------------------------------------------- Name of Institution which Guaranteed Delivery: ------------------------------------------------------ Account Number: -------------------------------------------------------------------------------------
2 Check only one box. If more than one box is checked or if no box is checked, the shares will not be properly tendered. SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (See Instruction 5) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Ralcorp for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $21.00 [ ] $22.00 [ ] $23.00 [ ] $24.00 [ ] $21.25 [ ] $22.25 [ ] $23.25 [ ] $21.50 [ ] $22.50 [ ] $23.50 [ ] $21.75 [ ] $22.75 [ ] $23.75
OR SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER (See Instruction 5) [ ] By checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Ralcorp in accordance with the terms of the offer. This action maximizes the chance of having Ralcorp purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Note that this could result in receiving a price per share of as low as $21.00. ODD LOTS (See Instruction 8) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the purchase price, as the same will be determined by Ralcorp in accordance with the terms of the offer (persons checking this box need not indicate the price per share above); or [ ] at the price per share indicated above in the section captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered." 3 CONDITIONAL TENDER (See Instruction 16) A tendering shareholder may condition his or her tender of shares upon Ralcorp purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Ralcorp pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] minimum number of shares that must be purchased, if any are purchased, is: - --------- shares. If, because of proration, the minimum number of shares designated will not be purchased, Ralcorp may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box: [ ] The tendered shares represent all shares held by the undersigned. SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 6, 7 and 10) To be completed only if certificate(s) for shares not tendered or not purchased and/or any check for the purchase price are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at the Book-Entry Transfer Facility other than that designated above. Issue: [ ] Check [ ] Share Certificate(s) to: Name: ----------------------------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Tax Identification or Social Security Number) (See Substitute Form W-9) [ ] Credit shares delivered by book-entry transfer and not purchased to the account set forth below: Account Number: ----------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6, 7 and 10) To be completed only if certificate(s) for shares not tendered or not purchased and/or any check for the purchase price is to be mailed or sent to someone other than the undersigned, or to the undersigned at an address other than that designated above. Mail: [ ] Check [ ] Share Certificate(s) to: Name: ----------------------------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- (Include Zip Code) - -------------------------------------------------------------------------------- (Tax Identification or Social Security Number) (See Substitute Form W-9) 4 Ralcorp has no obligation, pursuant to the "Special Payment Instructions," to transfer any certificate for shares from the name of its registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if Ralcorp does not purchase any of the shares represented by such certificate or tendered by such book-entry transfer. NOTE: SIGNATURES MUST BE PROVIDED BELOW IN THE BOX LABELED "IMPORTANT -- SHAREHOLDERS SIGN HERE." PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY To EquiServe Trust Company, N.A.: The undersigned hereby tenders to Ralcorp Holdings, Inc., a Missouri corporation, the above-described shares of Ralcorp's common stock, $.01 par value per share, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 12, 2002, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned agrees to sell, assign and transfer to, or upon the order of, Ralcorp all right, title and interest in and to all shares tendered and orders the registration of all shares if tendered by book-entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares with full knowledge that the Depositary also acts as the agent of Ralcorp, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: (1) deliver certificate(s) representing the shares or transfer ownership of the shares on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Ralcorp upon receipt by the Depositary, as the undersigned's agent, of the purchase price with respect to the shares; (2) present certificates for the shares for cancellation and transfer on Ralcorp's books; and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the offer. The undersigned covenants, represents and warrants to Ralcorp that: (1) the undersigned has full power and authority to tender, sell, assign and transfer the shares (including the associated common stock purchase rights) tendered hereby and when and to the extent accepted for payment, Ralcorp will acquire good, marketable and unencumbered title to the tendered shares (including the associated common stock purchase rights), free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims; (2) the undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute the undersigned's acceptance of the terms and conditions of the offer, including the undersigned's representation and warranty that (i) the undersigned has a "net long position," within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, in the shares or equivalent securities at least equal to the shares being tendered, and (ii) the tender of shares complies with Rule 14e-4; (3) the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Ralcorp to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered; and 5 (4) the undersigned has read, understands and agrees to all of the terms of the offer. The undersigned understands that Ralcorp's acceptance of shares tendered pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute a binding agreement between the undersigned and Ralcorp upon the terms and subject to the conditions of the offer. The undersigned acknowledges that under no circumstances will Ralcorp pay interest on the purchase price, including without limitation, by reason of any delay in making payment. The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered. The certificate numbers, the number of shares represented by the certificates, the number of shares that the undersigned wishes to tender and the price at which the shares are being tendered, should be set forth in the appropriate boxes above. The undersigned understands that Ralcorp will determine a single per share price, not greater than $24.00 nor less than $21.00, that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. Ralcorp will select the lowest purchase price that will allow it to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase. Shares tendered at prices in excess of the purchase price that is determined by Ralcorp and shares not purchased because of proration or conditional tenders will be returned. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Ralcorp may terminate or amend the offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered. In any event, the undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" above. The undersigned acknowledges that Ralcorp has no obligation, pursuant to the "Special Payment Instructions" box to transfer any certificate for shares from the name of its registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if Ralcorp does not purchase any of the shares represented by such certificate or tendered by such book-entry transfer. The check for the aggregate net purchase price for the shares tendered and purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" above. All authority conferred or agreed to be conferred by this Letter of Transmittal will survive the death or incapacity of the undersigned, and any obligation of the undersigned will be binding on the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. 6 IMPORTANT SHAREHOLDERS SIGN HERE (PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.) (Must be signed by the registered holder(s) exactly as the name(s) of such holder(s) appear(s) on certificate(s) for shares or on a security position listing or by person(s) authorized to become the registered holder(s) thereof by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (SIGNATURE(S) OF OWNER(S)) Dated: ----------, 2002 Name(s): ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (full title): --------------------------------------------------------- Address: ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Daytime Area Code and Telephone Number: ----------------------------------------------------------------------- Tax Identification or Social Security Number: ----------------------------------------------------------------------- (SEE SUBSTITUTE FORM W-9) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Authorized Signature: ---------------------------------------------------------- Name: -------------------------------------------------------------------------- (PLEASE PRINT) Title: ------------------------------------------------------------------------- Name of Firm: ------------------------------------------------------------------ Address: ----------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ------------------------------------------------ Dated: ----------, 2002 7 PAYER: EQUISERVE TRUST COMPANY, N.A. SUBSTITUTE FORM Part I -- TAXPAYER IDENTIFICATION NUMBER -- FOR TIN: ------------------------------ W-9 ALL ACCOUNTS, ENTER TAXPAYER IDENTIFICATION Social Security Number DEPARTMENT OF THE NUMBER IN THE BOX AT RIGHT AND CERTIFY BY OR TREASURY INTERNAL REVENUE SIGNING AND DATING BELOW. SERVICE Note: If the account is in more than one name, Employer see the chart in the enclosed Guidelines to Identification Number determine which number to give the payer. - ------------------------------------------------------------------------------------------------------------------ Part II -- For payees exempt from backup withholding, please write "EXEMPT" here (see the enclosed Guidelines): - ------------------------------------------------------------------------------------------------------------------ PAYER'S REQUEST FOR Part III -- Certification -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The TAXPAYER NUMBER (TIN) number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. Resident Alien). - ------------------------------------------------------------------------------------------------------------------ Certification Instructions -- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. (Also, see instructions in the enclosed Guidelines.) Signature: Date: ---------------, 2002
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER. - ---------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 above (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), if I do not provide a taxpayer identification number to the Depositary within sixty (60) days, the Depositary is required to withhold 30% of all cash payments made to me thereafter until I provide a number. Signature ---------------------------------------------------------------- Date: -------------------------, 2002 Name (Please Print) - ---------------------------------------------------------------------------------------------------------------- Address (Please Print) - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER. 1. Guarantee of Signatures. Depending on how the certificates for your shares are registered and to whom you want payments or deliveries made, you may need to have the signatures on this Letter of Transmittal guaranteed by an eligible guarantor institution. No signature guarantee is required if either: (a) This Letter of Transmittal is signed by the registered holder of the shares (which term, for these purposes, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the shares) tendered exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal and payment and delivery are to be made directly to the owner unless the owner has completed either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above, in which case, payment and delivery will not be made to the holder; or (b) the shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "Eligible Institution"). In all other cases, including if you have completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 6. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. For your shares to be properly tendered, either (a) or (b) below must happen: (a) The Depositary must receive all of the following at its address on the front page of this Letter of Transmittal before or on the date the tender offer expires: - either (i) the certificates for the shares or (ii) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in this Instruction 2; and - one of (i) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (ii) an "Agent's Message" of the type described in this Instruction 2 in the case of a book-entry transfer or (iii) a specific acknowledgement in the case of a tender through the "Automated Tender Offer Program" described in this Instruction 2; and - any other documents required by this Letter of Transmittal. (b) You must comply with the guaranteed delivery procedure set forth below. Book-Entry Delivery. Any institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for transfer. Delivery of this Letter of Transmittal or any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Agent's Message. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Ralcorp may enforce such agreement against them. 9 Automated Tender Offer Program. Participants in the Book-Entry Transfer Facility may also tender their shares in accordance with the Automated Tender Offer Program to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the Automated Tender Offer Program must expressly acknowledge that the shareholder has received and agrees to be bound by this Letter of Transmittal and that we may enforce such agreement against him, her or it. Guaranteed Delivery. If you want to tender your shares but your share certificate(s) are not immediately available or cannot be delivered to the Depositary before the offer expires, the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the offer expires, your shares may still be tendered, if all of the following conditions are satisfied: (a) the tender is made by or through an Eligible Institution; (b) the Depositary receives by hand, mail, overnight courier or facsimile transmission, before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal, specifying the price at which shares are being tendered, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and (c) all of the following are received by the Depositary within three New York Stock Exchange trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery; - either (i) the certificates for the shares or (ii) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in this Instruction 2; and - one of (i) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (ii) an "Agent's Message" of the type described in this Instruction 2 in the case of a book-entry transfer or (iii) a specific acknowledgement in the case of a tender through the "Automated Tender Offer Program" described in this Instruction 2; and (d) Any other documents required by this Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, RALCORP RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Except as specifically permitted by Section 6 of the Offer to Purchase, Ralcorp will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of this Letter of Transmittal), waive any right to receive any notice of the acceptance of their tender. 3. Inadequate Space. If the space provided in the box entitled "Description of Shares Tendered" above is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled "Number of Shares Tendered" in the box entitled "Description of Shares Tendered" above. In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all shares represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered. If any tendered shares are not purchased or are properly withdrawn, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned as soon as practicable 10 after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable. In the case of shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility. In each case, shares will be returned or credited without expense to the shareholder. 5. Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the shareholder must either: (a) check the box next to the section captioned "Shares Tendered at Price Determined Pursuant to the Offer" in this Letter of Transmittal or (b) check one of the boxes in the section captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered" in this Letter of Transmittal indicating the price at which the shareholder is tendering shares. Only one box may be checked. If more than one box is checked or if no box is checked, the shares will not be properly tendered. A shareholder wishing to tender a portion(s) of the holder's shares at different prices must complete a separate Letter of Transmittal for each price at which the holder wishes to tender each portion of the holder's shares. The same shares cannot be tendered at more than one price (unless previously and properly withdrawn as provided in Section 4 of the Offer to Purchase). 6. Signatures on Letter Of Transmittal; Stock Powers and Endorsements. (a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. (b) Joint Holders. If the shares tendered are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. (c) Different Names on Certificates. If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or manually signed facsimiles) as there are different registrations of certificates. (d) Endorsements. When this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, no endorsement(s) of certificate(s) representing the shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on the certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on the certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) Signatures of Fiduciaries. If this Letter of Transmittal or any certificate(s) or stock power(s) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing this Letter of Transmittal and must submit proper evidence satisfactory to Ralcorp of his or her authority to so act. 7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover tax stamps need accompany this Letter of Transmittal. Ralcorp will pay any stock transfer taxes payable on the transfer to it of shares purchased pursuant to the offer. If, however, (a) payment of the purchase price for shares tendered and accepted for purchase is to be made to any person other than the registered holder(s); 11 (b) shares not tendered or rejected for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) certificate(s) representing tendered shares are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder(s), other person(s) or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption therefrom is submitted. 8. Odd Lots. As described in Section 1 of the Offer to Purchase, if Ralcorp is to purchase fewer than all shares tendered before the Expiration Date and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any shareholder who owned, beneficially or of record, an aggregate of fewer than 100 shares, and who tenders all of the holder's shares at or below the purchase price. This preference will not be available unless the section captioned "Odd Lots" is completed. 9. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may specify in the "Description of Shares Tendered" box of this Letter of Transmittal the order in which their shares are to be purchased if, as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased in the tender offer. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 14 of the Offer to Purchase. 10. Special Payment and Delivery Instructions. If certificate(s) for shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of this Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the signer at a different address, the box entitled "Special Payment Instructions" and/or the box entitled "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 11. Irregularities. All questions as to the number of shares to be accepted, the price to be paid for the shares and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Ralcorp in its sole discretion, which determination will be final and binding on all parties. Ralcorp reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may be unlawful. Ralcorp also reserves the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and Ralcorp's interpretation of the terms of the offer (including these Instructions) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects or irregularities have been cured by the tendering shareholder or waived by Ralcorp. Unless waived, any defects or irregularities in connection with tenders must be cured within that time as Ralcorp will determine. None of Ralcorp, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any notice of defect or irregularity. 12. Questions and Requests for Assistance and Additional Copies. You may request additional copies of the Offer to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery from the Information Agent at its address and telephone numbers set forth on the back cover of the Offer to Purchase. 13. Tax Identification Number and Backup Withholding. Federal income tax law generally requires that a shareholder whose tendered shares are accepted for purchase, or the shareholder's assignee (in either case, the "Payee"), provide the Depositary with the Payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a Payee who is an individual, is the Payee's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, the Payee may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 30% of the gross proceeds received pursuant to the offer. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each Payee must provide the Payee's correct TIN by completing the Substitute Form W-9 set forth in this document, certifying that the TIN provided is correct (or that the Payee is 12 awaiting a TIN) and that (i) the Payee is exempt from backup withholding, (ii) the Payee has not been notified by the Internal Revenue Service that the Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified the Payee that the Payee is no longer subject to backup withholding. If the Payee lacks a TIN, the Payee should (i) consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 ("W-9 Guidelines") for instructions on applying for a TIN, (ii) write "Applied For" in the space provided in Part 1 of the Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. If the Payee does not provide the Payee's TIN to the Depositary within sixty (60) days, backup withholding will begin and continue until the Payee furnishes the Payee's TIN to the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means that the Payee has already applied for a TIN or that the Payee intends to apply for one in the near future. If shares are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report. Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on the Substitute Form W-9 for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, that person must submit the appropriate completed IRS Form W-8 or a Substitute Form W-8, signed under penalty of perjury attesting to the exempt status. This form may be obtained from the Depositary. 14. Withholding For Non-United States Shareholders. The Depositary generally will withhold United States federal income taxes equal to 30% of the gross proceeds payable to the Non-United States Holder or his or her agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because of gross proceeds are effectively connected with the conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). A Non-United States Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI generally will be required to file a United States federal income tax return and will be subject to United States federal income tax on income derived from the sale of shares pursuant to the offer in the manner and to the extent described in Section 14 of the Offer to Purchase as if it were a United States Holder. The Depositary will determine a shareholder's status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets those tests described in Section 14 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States Holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 15. Lost, Stolen, Destroyed or Mutilated Certificates. If your certificate for part or all of your shares has been lost, stolen, misplaced or destroyed, you should communicate in writing with Georgeson Shareholder Communications Inc., the Information Agent, regarding the requirements for replacement. You may be required to post a bond 13 to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Information Agent immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation. 16. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If you wish to make a conditional tender you must indicate this in the box captioned "Conditional Tender" in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether Ralcorp accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, Ralcorp may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and check the box so indicating. Upon selection by lot, if any, Ralcorp will limit its purchase in each case to the designated minimum number of shares. All tendered shares will be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares pursuant to the offer in such a manner that the purchase will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. If you are an odd lot holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. It is the tendering shareholder's responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale rather than dividend treatment. Each shareholder is urged to consult his or her own tax advisor. This Letter of Transmittal, properly completed and duly executed (or a manually signed facsimile of this Letter of Transmittal), together with certificates representing shares being tendered (or confirmation of book-entry transfer) and all other required documents, or a Notice of Guaranteed Delivery, must be received before 5:00 p.m., New York City time, on the Expiration Date. Shareholders are encouraged to return a completed Substitute Form W-9 with this Letter of Transmittal. THE INFORMATION AGENT FOR THE OFFER IS: Georgeson Shareholder Communications Inc. 17 State Street, 10(th) Floor New York, NY 10004 Banks and Brokers Please Call: (212) 440-9800 All Others Call Toll Free: (866) 870-4326 The Dealer Manager for the offer is: BANC OF AMERICA SECURITIES LLC 9 West 57(th) Street New York, NY 10019 (212) 583-8564 14 EX-99.(A)(1)(III) 5 c72923exv99wxayx1yxiiiy.txt NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(iii) RALCORP HOLDINGS, INC. NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the offer if: - certificates evidencing shares of common stock, $.01 par value per share, of Ralcorp Holdings, Inc., a Missouri corporation, are not immediately available or cannot be delivered to the Depositary before the Expiration Date (as defined in the Offer to Purchase dated November 12, 2002), - the procedure for book-entry transfer described in the Offer to Purchase dated November 12, 2002 and the related Letter of Transmittal, which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the offer, cannot be completed on a timely basis, or - time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer (as defined in the Offer to Purchase) or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility (as defined in the Offer to Purchase), and any other required documents, to reach the Depositary prior to the Expiration Date (as defined in the Offer to Purchase). This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the offer is: EQUISERVE TRUST COMPANY, N.A. By First Class Mail: By Overnight Deliver or Express By Hand Delivery: EquiServe Trust Company, N.A. Mail: Securities Transfer and Reporting Corporate Actions EquiServe Trust Company, N.A. c/o EquiServe Trust Company, N.A. P.O. Box 43025 Attn: Corporate Actions 100 Williams Street, Galleria Providence, RI 02940-3025 40 Campanelli Drive New York, NY 10038 Braintree, MA 02184
Facsimile Transmission: (781) 575-4826 Confirm Receipt of Facsimile by Telephone: (781) 575-4816 For this Notice to be validly delivered, it must be received by the Depositary. Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile transmission other than as set forth above will not constitute a valid delivery. Deliveries to Ralcorp Holdings, Inc. will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to the Book-Entry Transfer Facility will not constitute valid delivery to the Depositary. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned tenders to Ralcorp Holdings, Inc. ("Ralcorp") at the price per share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. NUMBER OF SHARES TO BE TENDERED: ________ SHARES. - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the purchase price, as the same will be determined by Ralcorp in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); or [ ] at the price per share indicated below in the section captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered." - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDITIONAL TENDER (SEE INSTRUCTION 16 OF THE LETTER OF TRANSMITTAL) A tendering shareholder may condition his or her tender of shares upon Ralcorp purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Ralcorp pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of shares that must be purchased, if any are purchased, is: ________ shares. If, because of proration, the minimum number of shares designated will not be purchased, Ralcorp may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box. [ ] The tendered shares represent all shares held by the undersigned. [ ] Check only one box. If more than one box is checked or if no box is checked, the shares will not be properly tendered. - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL) By checking one of the following boxes below instead of the box under "Shares Tendered at a Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Ralcorp for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL) [ ] $21.00 [ ] $22.00 [ ] $23.00 [ ] $24.00 [ ] $21.25 [ ] $22.25 [ ] $23.25 [ ] $21.50 [ ] $22.50 [ ] $23.50 [ ] $21.75 [ ] $22.75 [ ] $23.75
------------------------------ OR ------------------------------ SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER [ ] By checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Ralcorp in accordance with the terms of the offer. This action maximizes the chance of having Ralcorp purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Note that this could result in receiving a price per share of as low as $21.00. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Signature(s): ---------------------------------------------------------------------- Name(s) of Record Holder(s): ---------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Certificate Nos.: ---------------------------------------------------------------------- Address (including Zip Code): ---------------------------------------------------------------------- Daytime Area Code and Telephone No.: ---------------------------------------------------------------------- Date: ------------------------------ , 2002 If shares will be delivered by book-entry transfer, provide the following information: Account Number: ----------------------------------------------------------------------
- -------------------------------------------------------------------------------- 3 GUARANTEE (NOT TO BE USED FOR A SIGNATURE GUARANTEE.) - -------------------------------------------------------------------------------- The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "Eligible Institution"), guarantees the delivery to the Depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary's account at the Book-Entry Transfer Facility, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), or an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents, all within three (3) New York Stock Exchange trading days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing shares to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the Eligible Institution. Name of Firm: ---------------------------------------------------------------------- Address (including Zip Code): ---------------------------------------------------------------------- Area Code and Telephone No.: ---------------------------------------------------------------------- Authorized Signature: ---------------------------------------------------------------------- Name: ---------------------------------------------------------------------- (Please Type or Print) Title: ---------------------------------------------------------------------- Date: ------------------------------ , 2002
- -------------------------------------------------------------------------------- NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL. 4 EX-99.(A)(1)(IV) 6 c72923exv99wxayx1yxivy.txt LETTER TO PARTICIPANTS OF 401(K) SAVINGS PLAN EXHIBIT A(1)(iv) [RALCORP LOGO] RALCORP HOLDINGS, INC. OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE SAVINGS INVESTMENT PLAN DEADLINE IS 5:00 P.M., EASTERN TIME, ON DECEMBER 5, 2002. To the Participants in Ralcorp's Savings Investment Plan: Enclosed for your consideration are the Offer to Purchase dated November 12, 2002 and the related Letter of Transmittal in connection with the offer by Ralcorp Holdings, Inc., a Missouri corporation, to purchase shares of its $.01 par value common stock. Ralcorp is offering to purchase up to 4,000,000 shares at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. As a participant in Ralcorp's Savings Investment Plan, you may tender shares that are held on your behalf in the savings plan. By instructing Vanguard to "tender" your shares, you are instructing Vanguard to sell your shares for cash in response to the offer. If you wish to do so, you must direct the plan trustee, the holder of record, to do so on your behalf by following the instructions in this letter. ALL TRANSACTIONS IN THE RALCORP STOCK FUND WILL BE TEMPORARILY IMPACTED. All holders in the Ralcorp stock fund will be prohibited from doing any new financial transactions in the stock fund from December 6 to December 16, or such shorter period as determined by Vanguard. In addition, if you elect to tender shares in response to the offer, you will not be able to conduct transactions on those shares up until the time the tender proceeds are received, or it has been determined that such shares have not been accepted in the offer. If you do not wish to direct the sale of any portion of the shares in your savings plan account, you do not need to take any action. If you would like to direct the sale of some or all of the shares held on your behalf in your savings plan account in response to this offer, detailed instructions on how to tender those shares are set forth below. Summary of the Offer. Ralcorp will select the lowest purchase price that will allow it to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. Ralcorp will pay the same price for all shares purchased in the offer. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the enclosed Offer to Purchase. If more than the number of shares Ralcorp seeks are properly tendered, Ralcorp will not purchase all of the shares tendered at or below the purchase price because of proration. Shares tendered at prices in excess of the purchase price that is determined by Ralcorp and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the expiration of the offer. Ralcorp's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement (as amended), dated as of December 27, 1996, between Ralcorp and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Ralcorp reserves the right, in its sole discretion, to purchase more than 4,000,000 shares pursuant to the offer. You must carefully follow the instructions below if you want to direct the trustee to tender some or all of the shares held on your behalf in your savings plan account. Failure to follow the instructions below properly may make you ineligible to direct the trustee to tender the shares held in your savings plan account in the offer. Vanguard Fiduciary Trust Company, as trustee of the savings plan, is the holder of record of the shares held in your savings plan account. Pursuant to your instructions, Vanguard will complete a Letter of Transmittal with respect to the shares held on your behalf in your savings plan account. A TENDER OF THE SHARES HELD ON YOUR BEHALF IN YOUR SAVINGS PLAN ACCOUNT CAN BE MADE ONLY BY VANGUARD, AS THE TRUSTEE OF THE SAVINGS PLAN AND THE REGISTERED HOLDER OF THE SHARES. If you tender shares, the tender proceeds received will be reinvested in the Vanguard Federal Money Market Fund. Once the tender proceeds have been credited to your savings plan accounts, you may reallocate your investments among the various investment funds under the savings plan in the usual manner. Because the terms and conditions of the Letter of Transmittal will govern the tender of the shares held in the savings plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender shares that are held on your behalf in your savings plan account. You should also read the Offer to Purchase carefully before making any decision regarding the offer. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock of Ralcorp. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Ralcorp residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction. Instruction to Tender Shares. To instruct the trustee to tender any or all of the shares held on your behalf in your savings plan account, you must complete the enclosed Directions Form and return it to Vanguard in the enclosed self-addressed envelope. Please note the following: 1. If you wish to tender some or all of the shares held on your behalf in your savings plan account, Vanguard must receive your Directions Form at least four business days before the expiration of the offer, the "Plan Deadline," otherwise the trustee will not tender any shares held on your behalf in the savings plan. The offer, proration period and withdrawal rights will expire at 5:00 p.m., Eastern time, on Wednesday, December 11, 2002, unless the offer is extended. Consequently, your Directions Form must be received by Vanguard no later than 5:00 p.m., Eastern time on Thursday, December 5, 2002. 2. Shares held on your behalf in your savings plan account may be tendered at prices not greater than $24.00 nor less than $21.00 per share. 3. The savings investment plan is prohibited by applicable ERISA rules from selling shares to Ralcorp for a price that is less than the prevailing market price. Accordingly, if you elect to tender shares at a price that is lower than the prevailing price of Ralcorp's common stock on the NYSE at the expiration of the offer, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than that closing price. If the market price of our common stock at the expiration of the offer is higher than the price at which we are purchasing shares pursuant to the offer, then those tenders will be invalid under applicable law and those shares will not be purchased by us. 4. The offer is for up to 4,000,000 shares, constituting approximately 13.3% of the shares outstanding as of November 8, 2002. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. If your holdings of Ralcorp stock in your plan account have changed, timely instructions provided to 2 Vanguard will be followed with respect to the shares held in your account as of the Plan Deadline. For example, if additional common stock is allocated to your Plan account before the Plan Deadline, the instructions you give will also be followed with respect to those additional shares. 5. Ralcorp's Board of Directors has approved the making of the offer. HOWEVER, NEITHER RALCORP NOR RALCORP'S BOARD OF DIRECTORS NOR THE DEALER MANAGER IS MAKING ANY RECOMMENDATION WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AT WHAT PURCHASE PRICE YOU SHOULD CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. 6. Your tender instructions will be held in confidence by Vanguard and Georgeson Shareholder Communications Inc. and will not be divulged or released to any directors, officers or employees of Ralcorp except as required by law. 7. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. - If you instruct the trustee to tender the shares held on your behalf in your savings plan account, and you subsequently decide to change your instructions or withdraw your tender of shares, you may do so by submitting a new Directions Form. - However, the new Directions Form will be effective only if it is received by Georgeson Shareholders Communications Inc., at the address on the back cover of the Offer to Purchase, on or before 5:00 p.m., Eastern time, on Thursday, December 5, 2002, four business days before the expiration of the offer. - If your new Directions Form directed the trustee to withdraw from tender the shares held on your behalf in your savings plan account, you may later re-tender those shares by submitting another Directions Form so long as it is received by Georgeson Shareholders Communications Inc. on or before four business days before the expiration of the offer. - Additional Directions Forms may be obtained by calling Georgeson Shareholder Communications Inc. at (866) 870-4326. UNLESS YOU DIRECT THE TRUSTEE ON THE ENCLOSED DIRECTIONS FORM TO TENDER THE SHARES HELD ON YOUR BEHALF IN YOUR SAVINGS PLAN ACCOUNT, NO SHARES WILL BE TENDERED. IF YOU HAVE ANY QUESTIONS ABOUT THE OFFER OR ANY OF THE OTHER MATTERS DISCUSSED ABOVE, PLEASE CALL GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT, AT (866) 870-4326. IF YOU HAVE ANY QUESTIONS ABOUT YOUR PLAN ACCOUNT, PLEASE CALL VANGUARD PARTICIPANT SERVICES AT (800) 523-1188. 3 DIRECTIONS FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. UP TO 4,000,000 SHARES OF ITS COMMON STOCK THIS FORM MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, THURSDAY, DECEMBER 5, 2002, (UNLESS THE OFFER IS EXTENDED). In the event that Ralcorp Holding extends its expiration date for the offer (which is currently set for 5:00 p.m., Eastern Time, on December 11, 2002), the Plan Deadline will automatically be extended to four business days prior to the new expiration date. - -------------------------------------------------------------------------------- The undersigned acknowledges receipt of the accompanying letter and enclosed Offer to Purchase, dated November 12, 2002, and the related Letter of Transmittal and Letter to the Participants in Ralcorp's Savings Investment Plan in connection with the offer by Ralcorp Holdings, Inc., a Missouri corporation, to purchase up to 4,000,000 shares of its common stock, $0.01 par value per share. These Instructions will instruct Vanguard, as trustee of Ralcorp's Savings Investment Plan and holder of record, to tender unconditionally the number of shares indicated below (or if no number is indicated below, all shares) held by Vanguard for the undersigned's Savings Investment Plan account upon the terms and subject to the conditions set forth in the Offer to Purchase. NOTE: SHARES ALLOCATED TO PARTICIPANT ACCOUNTS FOR WHICH VANGUARD DOES NOT RECEIVE DIRECTIONS WILL NOT BE TENDERED. PERCENTAGE OF SHARES TENDERED UNCONDITIONALLY: ________% OF SHARES (PLEASE INDICATE THE PERCENTAGE OF SHARES YOU WISH VANGUARD TO TENDER FROM YOUR SAVINGS INVESTMENT PLAN ACCOUNT. IF THIS SPACE IS LEFT BLANK, VANGUARD WILL TENDER UNCONDITIONALLY 100% OF THE SHARES FROM YOUR SAVINGS INVESTMENT PLAN ACCOUNT.) PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $21.00 [ ] $22.00 [ ] $23.00 [ ] $24.00 [ ] $21.25 [ ] $22.25 [ ] $23.25 [ ] $21.50 [ ] $22.50 [ ] $23.50 [ ] $21.75 [ ] $22.75 [ ] $23.75
(The requested price per share must be in increments of $0.25, starting at $21.00 per share up to and including $24.00 per share.) Dated ------------------------------ , 2002 ---------------------------------------------------------------------- (Signature) Print Name: ---------------------------------------------------------------------- Print Social Security Number: ---------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Daytime Telephone Number with Area Code: ----------------------------------------------------------------------
- -------------------------------------------------------------------------------- 4 EX-99.(A)(1)(V) 7 c72923exv99wxayx1yxvy.txt LETTER TO BROKERS, DEALERS, AND OTHER NOMINEES Exhibit (a)(1)(v) RALCORP HOLDINGS, INC. OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- NOVEMBER 12, 2002 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Ralcorp Holdings, Inc., a Missouri corporation, is offering to purchase shares of its common stock, $.01 par value per share. The offer is for the purchase of up to 4,000,000 shares at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Ralcorp will select the lowest purchase price that will allow it to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Ralcorp's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase as amended or supplemented from time to time, constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares Ralcorp seeks are properly tendered. Shares tendered at prices in excess of the purchase price that is determined by Ralcorp and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the Expiration Date. Ralcorp reserves the right, in its sole discretion, to purchase more than 4,000,000 shares pursuant to the offer. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. Upon the terms and subject to the conditions of the offer, if more than 4,000,000 shares (or a greater number of shares as Ralcorp may elect to purchase) have been properly tendered at prices at or below the purchase price selected by Ralcorp and not properly withdrawn before the Expiration Date, Ralcorp will purchase properly tendered shares on the basis set forth below: - First, upon the terms and subject to the conditions of the offer, Ralcorp will purchase all shares tendered by any Odd Lot Holder (as defined in the Offer to Purchase) who: (1) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by Ralcorp (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. - Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, Ralcorp will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, Ralcorp will purchase the same percentage of shares tendered from each tendering shareholder in this second category. Ralcorp will announce this proration percentage, if it is necessary, after this offer expires. - Finally, if necessary to permit Ralcorp to purchase 4,000,000 shares, shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn prior to the expiration date, will, to the extent feasible, be selected for purchase by random lot in accordance with Section 6 of the Offer to Purchase. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. For your information and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. The Offer to Purchase dated November 12, 2002; 2. The Letter of Transmittal for your use and for the information of your clients, together with the accompanying Substitute Form W-9. Facsimile copies of the Letter of Transmittal, with manual signatures, may be used to tender shares; 3. A letter to the shareholders of Ralcorp dated November 12, 2002 from the Chief Executive Officer of Ralcorp; 4. The Notice of Guaranteed Delivery to be used to accept the offer and tender of shares pursuant to the offer if none of the procedures for tendering shares described in the Offer to Purchase can be completed on a timely basis; 5. A printed form of letter, which you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with an instruction form provided for obtaining the clients' instructions with regard to the offer; 6. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and 7. A return envelope addressed to EquiServe Trust Company, N.A., as Depositary for the offer. Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, December 11, 2002, unless the offer is extended. Neither Ralcorp nor any officer, director, shareholder, agent or other representative of Ralcorp will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the offer (other than fees paid to Banc of America Securities LLC, as Dealer Manager, as described in the Offer to Purchase). Ralcorp will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a 2 nominee or in a fiduciary capacity. Ralcorp will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares, except as otherwise provided in the Letter of Transmittal. In order to properly tender shares under the tender offer, a shareholder must do either (1) or (2) below: (1) Provide that the Depositary receives the following before the offer expires: - either (a) certificates for the shares or (b) a confirmation of receipt for the shares pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase; and - either (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "Agent's Message" of the type described in Section 3 of the Offer to Purchase in the case of a book-entry transfer or (c) an acknowledgment of the type described in Section 3 of the Offer to Purchase in the case of a tender through the Automated Tender Offer Program; and - any other documents required by the Letter of Transmittal. (2) Comply with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Requests for additional copies of the enclosed materials and any inquiries you may have with respect to the offer should be addressed to Georgeson Shareholder Communications Inc., as Information Agent, (212) 440-9800 (banks and brokers please call) or (866) 870-4326 (all others call toll free). NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF RALCORP, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS. 3 EX-99.(A)(5)(I) 8 c72923exv99wxayx5yxiy.txt LETTER TO CLIENTS Exhibit (a)(5)(i) RALCORP HOLDINGS, INC. OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- November 12, 2002 To Our Clients: Enclosed for your consideration are the Offer to Purchase dated November 12, 2002 and the related Letter of Transmittal in connection with the offer by Ralcorp Holdings, Inc., a Missouri corporation, to purchase shares of its common stock, $.01 par value per share. Ralcorp is offering to purchase up to 4,000,000 shares at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Ralcorp will select the lowest purchase price that will allow it to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Ralcorp's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase as amended or supplemented from time to time, constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. Upon the terms and subject to the conditions of the offer, if more than 4,000,000 shares (or a greater number of shares as Ralcorp may elect to purchase) have been properly tendered at prices at or below the purchase price selected by Ralcorp and not properly withdrawn before the Expiration Date, Ralcorp will purchase properly tendered shares on the basis set forth below: - First, upon the terms and subject to the conditions of the offer, Ralcorp will purchase all shares tendered by any Odd Lot Holder (as defined in the Offer to Purchase) who: (1) tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by Ralcorp (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. - Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, Ralcorp will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, Ralcorp will purchase the same percentage of shares tendered from each tendering shareholder in this second category. Ralcorp will announce this proration percentage, if it is necessary, after this offer expires. - Finally, if necessary to permit Ralcorp to purchase 4,000,000 shares, shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn prior to the expiration date, will, to the extent feasible, be selected for purchase by random lot in accordance with Section 6 of the Offer to Purchase. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Ralcorp reserves the right, in its sole discretion, to purchase more than 4,000,000 shares pursuant to the offer, subject to applicable law. A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US FOR YOUR ACCOUNT. Accordingly, we request instructions as to whether you wish to tender any or all of the shares held by us for your account, upon the terms and subject to the conditions of the offer. PLEASE NOTE THE FOLLOWING: 1. Shares may be tendered at prices not greater than $24.00 nor less than $21.00 per share, net to you in cash, without interest, as indicated in the attached Instruction Form. 2. You should consult with your broker regarding the possibility of designating the priority in which your shares will be purchased in the event of proration. 3. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. 4. The offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, December 11, 2002, unless the offer is extended. 5. The offer is for 4,000,000 shares, constituting approximately 13.3% of the shares outstanding as of November 8, 2002. 6. Ralcorp's Board of Directors has approved the making of the offer. However, neither Ralcorp nor Ralcorp's Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make the decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. 7. Tendering shareholders who hold shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of shares by Ralcorp in the offer. 8. Ralcorp will, upon the terms and subject to the conditions of the offer, accept all your shares for purchase if: - you owned beneficially or of record an aggregate of fewer than 100 shares; - you instruct us to tender on your behalf all your shares at or below the purchase price before the Expiration Date; and - you complete the section entitled "Odd Lots" in the attached Instruction Form. 9. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your shares. We must 2 submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered. If you wish to have us tender any or all of your shares, please instruct us by completing, executing, detaching and returning the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your shares, all your shares will be tendered unless otherwise indicated on the attached Instruction Form. Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration of the offer. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock of Ralcorp. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Ralcorp residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. 3 INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF RALCORP HOLDINGS, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated November 12, 2002 and the related Letter of Transmittal in connection with the offer by Ralcorp Holdings, Inc., a Missouri corporation, to purchase shares of its common stock, $.01 par value per share. Ralcorp is offering to purchase up to 4,000,000 shares at a price not greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Ralcorp's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, together with the Offer to Purchase as amended or supplemented from time to time, constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Shareholder Protection Rights Agreement dated December 27, 1996 (as amended), between the Company and the Rights Agent named therein, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. This will instruct you to tender to Ralcorp, on (our) (my) behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by (us) (me) and registered in your name, upon the terms and subject to the conditions of offer. Number of shares to be tendered: ________ shares* * Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered. - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL) [ ] By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 shares and is tendering all of those shares. In addition, the undersigned is tendering shares either (check one box): [ ] at the purchase price, as the same will be determined by Ralcorp in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); or [ ] at the price per share indicated below in the section captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered." - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDITIONAL TENDER (SEE INSTRUCTION 16 OF THE LETTER OF TRANSMITTAL) A tendering shareholder may condition his or her tender of shares upon Ralcorp purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Ralcorp pursuant to the terms of the offer, none of the shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of shares that must be purchased, if any are purchased, is: shares. If, because of proration, the minimum number of shares designated will not be purchased, Ralcorp may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box: [ ] The tendered shares represent all shares held by the undersigned. - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- Check only one box. If more than one box is checked or if no box is checked, the shares will not be properly tendered. SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Ralcorp for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL) [ ] $21.00 [ ] $22.00 [ ] $23.00 [ ] $24.00 [ ] $21.25 [ ] $22.25 [ ] $23.25 [ ] $21.50 [ ] $22.50 [ ] $23.50 [ ] $21.75 [ ] $22.75 [ ] $23.75
OR SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER [ ] By checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Ralcorp in accordance with the terms of the offer. This action maximizes the chance of having Ralcorp purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Note that this could result in receiving a price per share of as low as $21.00. - -------------------------------------------------------------------------------- THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Sign here: Signature(s): ---------------------------------------------------------------------- Print Name(s): ---------------------------------------------------------------------- Address(es): ---------------------------------------------------------------------- Area Code and Telephone Number: ---------------------------------------------------------------------- Taxpayer Identification or Social Security Number: ---------------------------------------------------------------------- Date: ------------------------------ , 2002
5 EX-99.(A)(5)(II) 9 c72923exv99wxayx5yxiiy.txt GUIDELINES FOR CERTIFICATION OF TAXPAYER ID NUMBER EXHIBIT (a)(5)(ii) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER - Social Security Numbers ("SSNs") have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers ("EINs") have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. - ------------------------------------------------------------ GIVE THE NAME AND SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF - - ------------------------------------------------------------ 1. Individual The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor- trust (grantor is also trustee) trustee(1) b. The so-called trust account The actual owner(1) that is not a legal or valid trust under State law 5. Sole proprietorship The owner(3) - ------------------------------------------------------------ - ------------------------------------------------------------ GIVE THE NAME AND EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF - - ------------------------------------------------------------ 6. A valid trust, estate, or pension Legal entity(4) trust 7. Corporation The corporation 8. Association, club, religious, The organization charitable, education or other tax-exempt organization 9. Partnership The partnership 10. A broker or registered nominee A broker or nominee - ------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's SSN. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or EIN (if you have one). (4) List first and circle the name of the legal trust, estate or pension trust (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title). NOTE:If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. 1 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 HOW TO GET A TIN If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Number Card, at the local office of the Social Security Administration. Get Form W-7, Application for IRS Individual Taxpayer Information Number, to apply for an Individual TIN or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov. If you do not have a TIN, write, "Applied For" in the space for the TIN, sign and date the form, and give it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will, generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN. NOTE: Writing, "Applied For" on the form means that you have already applied for a TIN OR that you intend to apply for one soon. CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the payer. PAYEES EXEMPT FROM BACKUP WITHHOLDING Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. Enter your correct TIN in Part 1, write "Exempt" in Part 2, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8, Certificate of Foreign Status. The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys fees, and (iii) payments for services paid by a federal executive agency. (1) An organization exempt from tax under section 501(a), or an individual retirement plan ("IRA"), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2). (2) The United States or any of its agencies or instrumentalities. (3) A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities. (4) A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities. (5) An international organization or any of its agencies or instrumentalities. (6) A corporation. (7) A foreign central bank of issue. (8) A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or custodian. (15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947. The following payments are not generally subject to backup withholding include the following: DIVIDENDS AND PATRONAGE PAYMENTS - - Payments to nonresident aliens subject to withholding under section 1441. - - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. - - Payments of patronage dividends not paid in money. - - Payments made by certain foreign organizations. - - Section 404(k) distributions made by an ESOP. INTEREST PAYMENTS - - Payments of interest or obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or provided an incorrect TIN. - - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - - Payments described in section 6049(b)(5) to non-resident aliens. - - Payments on tax-free covenant bonds under section 1451. - - Payments made by certain foreign organizations. - - Mortgage or student loan interest paid to you. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations. PRIVACY ACT NOTICE. Section 6109 requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH TIN. If you fail to furnish your TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. (4) MISUSE OF TINS. If the payer discloses or uses TINs in violation of Federal law, the payer may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE. 2 EX-99.(A)(5)(III) 10 c72923exv99wxayx5yxiiiy.txt SUMMARY ADVERTISEMENT DATED NOVEMBER 12, 2002 EXHIBIT (a)(5)(iii) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase, dated November 12, 2002, and the related Letter of Transmittal, and any amendments or supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Ralcorp by Banc of America Securities LLC, the Dealer Manager of this Offer, or one or more registered brokers or dealers licensed under the laws of that jurisdiction. NOTICE OF OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp"), is offering to purchase for cash up to 4,000,000 shares of its common stock, $0.01 par value per share (including the associated Common Stock Purchase Rights, the "Shares"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 12, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the "Offer"). Ralcorp is inviting its shareholders to tender their Shares at prices specified by the tendering shareholders that are not greater than $24.00 nor less than $21.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions set forth in the Offer to Purchase and the related Letter of Transmittal. -------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. -------- RALCORP'S BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER RALCORP, ITS BOARD OF DIRECTORS NOR THE DEALER MANAGER IS MAKING ANY RECOMMENDATION WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AT WHAT PURCHASE PRICE THEY SHOULD CHOOSE TO TENDER THEIR SHARES. RALCORP IS NOT MAKING A RECOMMENDATION AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES INTO THE OFFER BECAUSE IT BELIEVES THAT SHAREHOLDERS SHOULD MAKE THEIR OWN DECISIONS BASED ON THEIR VIEWS AS TO THE VALUE OF RALCORP'S SHARES AND ITS PROSPECTS, AS WELL AS SHAREHOLDERS' LIQUIDITY NEEDS, INVESTMENT OBJECTIVES AND OTHER INDIVIDUAL CONSIDERATIONS. SHAREHOLDERS MUST DECIDE WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH THEY WILL TENDER THEM. SHAREHOLDERS SHOULD DISCUSS WHETHER TO TENDER THEIR SHARES WITH THEIR BROKER OR OTHER FINANCIAL OR TAX ADVISOR. RALCORP'S DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED RALCORP THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE OFFER. Ralcorp will, upon the terms and subject to the conditions of the Offer, determine the single per Share price, not in excess of $24.00 nor less than $21.00 per Share, that it will pay for Shares properly tendered under the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. Ralcorp will select the lowest purchase price (the "Purchase Price") that will allow it to purchase 4,000,000 Shares, or such lesser number of Shares as are properly tendered (and not properly withdrawn) pursuant to the Offer. All Shares properly tendered (and not properly withdrawn) prior to the "expiration date" (as defined below) at prices at or below the Purchase Price will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the "odd lot," proration and conditional tender provisions. Under no circumstances will interest be paid on the Purchase Price for the Shares, regardless of any delay in making such payment. All Shares acquired in the Offer will be acquired at the Purchase Price regardless of whether the shareholder selected a lower price. The term "expiration date" means 5:00 p.m., New York City time, on December 11, 2002, unless Ralcorp, in its sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term "expiration date" shall refer to the latest time and date at which the Offer, as so extended by Ralcorp, shall expire. Ralcorp reserves the right, in its sole discretion, to purchase more than 4,000,000 Shares under the Offer subject to applicable law. For purposes of the Offer, Ralcorp will be deemed to have accepted for payment (and therefore purchased) Shares properly tendered and not withdrawn, subject to the "odd lot," proration and conditional tender provisions of the Offer, only when, as and if Ralcorp gives oral or written notice to EquiServe Trust Company, N.A., the depositary of the Offer, of its acceptance for payment of such Shares under the Offer. Payment for Shares tendered and accepted for payment under the Offer will be made only after timely receipt by the depositary of certificates for such Shares or a timely confirmation of a book-entry transfer of such Shares into the depositary's account at the "book-entry transfer facility" (as defined in the Offer to Purchase), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the book-entry transfer facility and any other documents required by the Letter of Transmittal. Upon the terms and subject to the conditions of the Offer, if more than 4,000,000 Shares, or such greater number of Shares as Ralcorp may elect to purchase subject to applicable law, have been properly tendered (and not properly withdrawn) prior to the expiration date at prices at or below the Purchase Price, Ralcorp will purchase properly tendered Shares on the following basis: (1) all Shares properly tendered and not properly withdrawn prior to the expiration date by any "odd lot holder" (as defined in the Offer to Purchase) who (a) tenders all Shares owned beneficially or of record by such odd lot holder at a price at or below the Purchase Price (partial tenders will not qualify for this preference) and (b) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, (2) after the purchase of all of the foregoing Shares, all other Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the expiration date, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares. All other Shares that have been tendered and not purchased will be returned to the shareholder as promptly as practicable after the expiration date, and (3) finally, if necessary to permit Ralcorp to purchase 4,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn prior to the expiration date, will, to the extent feasible, be selected for purchase by random lot; provided, however, to be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. 2 Ralcorp expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the depositary and making a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder's Shares. Ralcorp attempts to maintain a capital structure of equity and debt financing which maximizes shareholder return. Prior to the announcement of this Offer, Ralcorp considered a variety of alternatives for the use of its excess cash and borrowing capacity. After such deliberations, it determined that investing in its own stock results in a more optimal capital structure and represents an efficient means to provide value to its shareholders. Ralcorp believes that the Offer is a prudent use of its financial resources and assets in light of the current market price of its common stock. Tenders of Shares under the Offer are irrevocable, except that tendered Shares may be withdrawn at any time prior to the expiration date and, unless previously accepted for payment by Ralcorp under the Offer, may also be withdrawn at anytime after 12:00 Midnight, New York City time, on January 8, 2003. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the depositary at its address set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn and the name of the registered holder of such Shares. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the depositary, and the signature(s) on the notice of withdrawal must be guaranteed by an "eligible guarantor institution" (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an eligible guarantor institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn Shares and must otherwise comply with such book-entry transfer facility's procedures. All questions as to the form and validity of any notice of withdrawal, including the time of receipt, will be determined by Ralcorp, in its sole discretion, whose determination will be final and binding. None of Ralcorp, EquiServe Trust Company, N.A. as the depositary, Georgeson Shareholder Communications Inc. as the information agent, Banc of America Securities LLC as the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification. In certain circumstances, some tendering shareholders whose Shares are purchased in the Offer may be treated for U.S. federal tax purposes as having received an amount taxable as a distribution or dividend rather than as a capital gain or loss. Shareholders are strongly encouraged to read the Offer to Purchase for additional information regarding the U.S. federal tax consequences of participating in the Offer. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Offer to Purchase and the related Letter of Transmittal are being mailed promptly to record holders of Shares whose names appear on Ralcorp's shareholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY DECISION REGARDING THE OFFER. 3 Any questions or requests for assistance may be directed to the information agent at the telephone number and address set forth below. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the information agent at the address and telephone number set forth below and will be promptly furnished by Ralcorp at its expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, shareholders are directed to contact the depositary. The Information Agent for the offer is: GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street, 10th Floor New York, NY 10004 Banks and Brokers Please Call: (212) 440-9800 All Others Call Toll Free: (866) 870-4326 The Dealer Manager for the offer is: [BANK OF AMERICA SECURITIES LLC LOGO] 9 West 57th Street New York, NY 10019 November 12, 2002 4 EX-99.(A)(5)(IV) 11 c72923exv99wxayx5yxivy.txt PRESS RELEASE DATED NOVEMBER 11, 2002 EXHIBIT (a)(5)(iv) PRESS RELEASE For Release: Immediate Contact: Scott Monette 314/877-7113 RALCORP HOLDINGS, INC. ANNOUNCES DUTCH AUCTION SELF-TENDER OFFER FOR UP TO 4,000,000 SHARES St. Louis, MO, November 11, 2002... Ralcorp Holdings, Inc. (RAH) today announced that its Board of Directors has approved a tender offer for up to 4,000,000 shares of the Company's Common Stock at a price of not in excess of $24.00 or less than $21.00 per share. The exact price will be determined by a procedure commonly referred to as a "Dutch Auction." (See Editor's Note.) The Company has approximately 30,000,000 shares of Common Stock currently outstanding. This offering to repurchase up to 4,000,000 shares of Common Stock from existing stockholders equates to approximately 13 percent of the number of shares outstanding. The closing price for the Company's Common Stock on the New York Stock Exchange on November 8, 2002, the last full day of trading prior to commencement of this tender offer, was $20.30 per share. The Company stated that neither the Company nor its Board of Directors, nor its Dealer Manager makes any recommendation to stockholders to tender shares of Common Stock. The Company anticipates that the offer will commence November 12, 2002 and documents will begin being mailed to stockholders on or about November 13, 2002. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m. (EST) on December 11, 2002, unless extended. Banc of America Securities LLC is acting as Dealer Manager of the offer and Georgeson Shareholder Communications Inc. is acting as the Information Agent. Questions and requests for assistance or for copies of the Offer to Purchase may be directed to either the Dealer Manager or Information Agent at their respective addresses listed below. Ralcorp produces a variety of store brand foods that are sold under the individual labels of various grocery, mass merchandise and drug store retailers. Ralcorp's diversified product mix includes: ready-to-eat and hot cereals, crackers and cookies, snack nuts, chocolate candy, salad dressings, mayonnaise, peanut butter, jams and jellies, syrups, and various sauces. In addition, Ralcorp holds a 21.5 percent interest in Vail Resorts, Inc., the premier mountain resort operator in North America. DEALER MANAGER: INFORMATION AGENT: Banc of America Securities LLC Georgeson Shareholder 9 West 57th Street Communications Inc. New York, NY 10019 17 State Street, 10th Floor New York, NY 10004
EDITOR'S NOTE: Under this tender offer, the price to be paid per share will be set by "Dutch Auction," meaning the Company will pay only that amount per share which is necessary, within the stated range, in order to secure the needed number of shares to complete the offer. Once the price per share is determined, all shareholders will be paid the same amount for each share of stock sold. EX-99.(A)(5)(V) 12 c72923exv99wxayx5yxvy.txt LETTER TO SHAREHOLDERS FROM JOE R. MICHELETTO Exhibit (A)(5)(v) [RALCORP LOGO] NOVEMBER 12, 2002 To Our Shareholders: Ralcorp Holdings, Inc. is offering to purchase up to 4,000,000 shares of our common stock from our existing shareholders, subject to the terms set forth in the enclosed Offer to Purchase and the related Letter of Transmittal. The price paid by Ralcorp will not be greater than $24.00 nor less than $21.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Ralcorp is conducting the tender offer through a procedure commonly referred to as a modified "Dutch Auction." This procedure allows you to select the price within the $21.00 to $24.00 price range at which you are willing to sell your shares to Ralcorp. The actual purchase price will be determined by Ralcorp in accordance with the terms of the tender offer. As an alternative to selecting a specific price, you may indicate that you are willing to sell your shares at whatever price is determined by Ralcorp, which could result in your receipt to a price per share as low as $21.00. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. You may tender all or only a portion of your shares, subject to proration if more than 4,000,000 shares are tendered at or below the price determined by Ralcorp. The terms and conditions of the tender offer are explained in detail in the enclosed Offer to Purchase and the related Letter of Transmittal. I encourage you to read these materials carefully before making any decision with respect to the offer. The instructions on how to tender shares are also explained in detail in the accompanying materials. The offer will expire at 5:00 p.m., New York City time, on Wednesday, December 11, 2002, unless we extend it. Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. We are not making a recommendation as to whether you should tender shares into the offer because we believe that you should make your own decision based on your views as to the value of our shares and our prospects, as well as your liquidity needs, investment objectives and other individual considerations. You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. You should discuss whether to tender your shares with your broker or other financial or tax advisor. Our directors and executive officers have advised us that they do not intend to tender any shares in the offer. We have included a summary of the terms of the offer in the Offer to Purchase. Please read the Offer to Purchase and Letter of Transmittal for more information about the offer. If you do not wish to participate in this offer, you do not need to take any action. If you do wish to tender your shares, the instructions regarding tendering shares are explained in detail in the enclosed materials. If you have any questions regarding the offer or need assistance in tendering your shares, please contact Georgeson Shareholder Communications Inc., the Information Agent for the offer, at (866) 870-4326 (toll-free). Sincerely, RALCORP HOLDINGS, INC. /s/ JOE R. MICHELETTO Joe R. Micheletto Chief Executive Officer and President EX-99.(B)(3) 13 c72923exv99wxbyx3y.txt AMENDMENT NO.1 TO RECEIVABLES PURCHASE AGREEMENT EXHIBIT (b)(3) AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of September 24, 2002 (this "Amendment"), is by and among RALCORP HOLDINGS, INC., a Missouri corporation, as Master Servicer (the "Master Servicer"), RALCORP RECEIVABLES CORPORATION, a Nevada corporation ("Seller"), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation ("Conduit") and BANK ONE, NA (MAIN OFFICE CHICAGO), individually ("Bank One") and as agent (in such capacity, the "Agent"), and pertains to the Receivables Purchase Agreement dated as of September 25, 2001 by and among the parties hereto (the "Existing Agreement"). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Existing Agreement. PRELIMINARY STATEMENT The parties wish to amend the Existing Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. 1.1. Change in Dilution Horizon Ratio. The definition of "DILUTION HORIZON RATIO" is hereby amended and restated in its entirety to read as follows: "DILUTION HORIZON RATIO" means, on any date of determination, an amount calculated by dividing (a) cumulative sales generated by the Originators during the most recent 30 days by (b) the aggregate Outstanding Balance of all Eligible Receivables as of the last day of the month then most recently ended. 1.2. Extension of Facility. The definition of "LIQUIDITY TERMINATION DATE" is hereby amended and restated in its entirety to read as follows: "LIQUIDITY TERMINATION DATE" means September 23, 2003. 1.3. Update of Exhibits. Exhibit IV to the Existing Agreement is hereby amended and restated in its entirety to read as set forth in Annex A to this Amendment. 1.4. Change of Servicing Fee. Section 8.6 of the Existing Agreement is hereby amended and restated in its entirety to read as follows: Section 8.6. Servicing Fees. In consideration of Ralcorp's agreement to act as Master Servicer hereunder, the Purchasers hereby agree that, so long as Ralcorp shall continue to perform as Master Servicer hereunder, Seller shall pay 1 over to Ralcorp a fee (the "SERVICING FEE") on the first calendar day of each month, in arrears for the immediately preceding month, equal to 0.325% of aggregate new Receivables (i.e., gross sales) during such period, as compensation for its servicing activities. 1.4. Lofthouse. Each of the parties hereto hereby agrees that in lieu of becoming a new Originator under the Receivables Sale Agreement, Lofthouse Foods Incorporated, a Utah corporation, shall be merged with and into Bremner, Inc., a Nevada corporation, not later than September 30, 2002, and accordingly, hereby waives delivery of the documents required under Section 3.2 of Amendment No. 1 to Receivables Sale Agreement and agrees to treat such amendment as though it were effective as of August 31, 2002. 2. Representations. In order to induce the Agent and the Purchasers to agree to this Amendment, each Seller Party hereby makes as of the date hereof each of the representations and warranties contained in Section 5.1 of the Existing Agreement. 3. Condition Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Agent of counterparts hereof duly executed by each of the parties hereto. 4. Miscellaneous. 4.1. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. 4.2. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns (including any trustee in bankruptcy and the Agent). 4.3. Counterparts; Severability. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (Signature Pages Follow) 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date hereof. RALCORP HOLDINGS, INC., AS MASTER SERVICER By: /s/ Scott Monette ------------------------------------ Name: Title: Treasurer RALCORP RECEIVABLES CORPORATION By: /s/ Diana Winkleman ------------------------------------ Name: Title: Treasurer 3 BANK ONE, NA (MAIN OFFICE CHICAGO), INDIVIDUALLY AND AS AGENT By: /s/ [illegible] ------------------------------------ Director, Capital Markets FALCON ASSET SECURITIZATION CORPORATION By: /s/ [illegible] ------------------------------------ Authorized Signatory 4 -----END PRIVACY-ENHANCED MESSAGE-----