-----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, JvjxDbGcrckZmkS4p4aEa8H6N+GmY+5BUeMZ47PquIx5aelTwwBYtbe7r93xnSa/ f+BiGOcSa+fZ+PtMWhHH6w== 0000950131-97-004554.txt : 19970725 0000950131-97-004554.hdr.sgml : 19970725 ACCESSION NUMBER: 0000950131-97-004554 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-27959 FILED AS OF DATE: 19970723 EFFECTIVENESS DATE: 19970723 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALSTON PURINA CO CENTRAL INDEX KEY: 0000081870 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 430470580 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-31955 FILM NUMBER: 97644518 BUSINESS ADDRESS: STREET 1: CHECKERBOARD SQ CITY: ST LOUIS STATE: MO ZIP: 63164 BUSINESS PHONE: 3149821000 MAIL ADDRESS: STREET 1: CHECKERBOARD SQUARE CITY: ST LOUIS STATE: MO ZIP: 63164 S-3MEF 1 FORM S-3 PURSUANT TO RULE 462(B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997 REGISTRATION STATEMENT NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 --------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- RALSTON PURINA COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- MISSOURI 43-0470580 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION) CHECKERBOARD SQUARE ST. LOUIS, MISSOURI 63164 TEL. (314) 982-1000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- J.M. NEVILLE, VICE PRESIDENT AND GENERAL COUNSEL RALSTON PURINA COMPANY CHECKERBOARD SQUARE ST. LOUIS, MISSOURI 63164 TEL. (314) 982-1266 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE) COPIES TO: JOHN P. DENNEEN, ESQ. RAYMOND W. WAGNER, ESQ. BRYAN CAVE LLP SIMPSON THACHER & BARTLETT ONE METROPOLITAN SQUARE 425 LEXINGTON AVENUE 211 NORTH BROADWAY NEW YORK, NEW YORK 10017 ST. LOUIS, MISSOURI 63102 (212) 455-2568 (314) 259-2265 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined in light of market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-27959 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TITLE OF SECURITIES BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------ Exchangeable Notes due 2000............... $79,953,687.50 100% $79,953,687.50 $24,228.39 - ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- --------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE THIS REGISTRATION STATEMENT IS BEING FILED TO REGISTER $80,000,000 AGGREGATE PRINCIPAL AMOUNT OF RALSTON PURINA COMPANY 7.0% EXCHANGEABLE NOTES DUE 2000-- STOCK APPRECIATION INCOME LINKED SECURITIES ("SAILS"), WHICH WILL BE ISSUED BY RALSTON PURINA COMPANY, A MISSOURI CORPORATION ("REGISTRANT") PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE INFORMATION IN THE REGISTRANT'S EARLIER EFFECTIVE REGISTRATION STATEMENT (REGISTRATION NO. 333- 27959) IS INCORPORATED HEREIN BY REFERENCE. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ST. LOUIS, STATE OF MISSOURI, ON JULY 23, 1997. Ralston Purina Company /s/ James R. Elsesser By:__________________________________ James R. Elsesser Vice President and Chief Financial Officer Know all men by these presents, that each person whose signature appears below constitutes and appoints W. P. Stiritz, J. R. Elsesser, J. M. Neville and R. D. Winney, and each of them, his or her true and lawful attorneys-in- fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do, or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JULY 23, 1997 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURE TITLE --------- ----- /s/ William P. Stiritz Chairman of the Board, Chief ___________________________________________ Executive Officer, and Director William P. Stiritz /s/ James R. Elsesser Vice President and Chief Financial Officer ___________________________________________ James R. Elsesser /s/ Anita M. Wray Vice President and Controller ___________________________________________ Anita M. Wray /s/ David R. Banks Director ___________________________________________ David R. Banks /s/ John H. Biggs Director ___________________________________________ John H. Biggs /s/ Donald Danforth, Jr. Director ___________________________________________ Donald Danforth, Jr. /s/ William H. Danforth Director ___________________________________________ William H. Danforth
/s/ David C. Farrell Director ___________________________________________ David C. Farrell /s/ M. Darrell Ingram Director ___________________________________________ M. Darrell Ingram /s/ Richard A. Liddy Director ___________________________________________ Richard A. Liddy /s/ John F. McDonnell Director ___________________________________________ John F. McDonnell /s/ W. Patrick McGinnis Director ___________________________________________ W. Patrick McGinnis /s/ J. Patrick Mulcahy Director ___________________________________________ J. Patrick Mulcahy /s/ Katherine D. Ortega Director ___________________________________________ Katherine D. Ortega
2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 5 Opinion of James M. Neville, Vice President and General Counsel 8 Opinion of Bryan Cave LLP as to certain tax matters 23(a) Consent of Price Waterhouse LLP 23(b) Consent of James M. Neville, Vice President and General Counsel (contained in Exhibit 5) 23(c) Consent of Bryan Cave LLP (included in Exhibit 8) 24 Powers of Attorney (included on signature page to registration statement) 99.1 Letter Agreement between Interstate Bakeries Corporation and Ralston Purina Company dated July 22nd 1997
3 EX-5 2 OPINION OF JAMES M. NEVILLE EXHIBIT 5 July 23, 1997 Board of Directors Ralston Purina Company Checkerboard Square St. Louis, Missouri 63102 Ladies and Gentlemen: I am Vice President and General Counsel of Ralston Purina Company, a Missouri corporation (the "Company"). This opinion is delivered in connection with various legal matters relating to the filing by the Company with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), pursuant to Rule 462(b) covering an offer of up to $80 million additional Stock Appreciation Income Linked Securities ("SAILs") described in the Company's Registration Statement on Form S-3, No. 333-27959 (the "Original Registration"). The SAILs are to be issued pursuant to an Indenture, dated as of May 26,1995, as supplemented (the "Indenture"), between the Company and The First National Bank of Chicago, as Trustee, which is filed as an exhibit to the Original Registration Statement. In connection herewith, I have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to my satisfaction of the Registration Statement, the Indenture, the Restated Articles of Incorporation and By-laws of the Company, proceedings of the Board of Directors of the Company and such other corporate records, documents, certificates and instruments as I have deemed necessary or appropriate in order to enable me to render the opinions expressed below. In rendering this opinion, I have assumed the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals and the conformity to authentic originals of all documents submitted to me as certified or photostatted copies. I express no opinion as to the applicability or effect of (i) any bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, or (ii) general principles of equity including, without limitation, concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law. Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations stated herein, I am of the opinion that: (1) The Company is a corporation validly existing and in good standing under the laws of the State of Missouri; and (2) The Registration Statement has been approved by the Board of Directors, and the Indenture dated as of May 26, 1995 has been duly authorized, executed and delivered and constitutes a valid and binding obligation of the Company. Upon execution and delivery of the Supplemental Indenture, the form of which has been filed as Exhibit 4(b) to the Original Registration Statement, it will also constitute a valid and binding obligation of the Company. (3) The SAILs will be valid and binding obligations of the Company when: (i) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; and (ii) duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered upon payment therefor as described in the Prospectus included as part of the Original Registration Statement; This opinion is not rendered with respect to any laws other than The General and Business Corporation Law of Missouri and the federal Laws of the United States. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Opinions" in the Prospectus included as a part thereof. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and the sale of the SAILS. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the Commission. Very truly yours, J. M. Neville Vice President and General Counsel EX-8 3 OPINION OF BRYAN CAVE LLP EXHIBIT 8 Opinion of Bryan Cave LLP as to certain tax matters July 23, 1997 The Board of Directors Ralston Purina Company Checkerboard Square St. Louis, Missouri 63164-0001 Ladies and Gentlemen: We have acted as special tax counsel to Ralston Purina Company, a Missouri corporation (the "Company"), in connection with the registration of an offering by the Company of up to $480,000,0000 of Stock Appreciation Income Linked Securities ("SAILS"), exchangeable at maturity for shares of Interstate Bakeries Corporation common stock, as described in the Prospectus (the "Prospectus") included as a part of Amendment No. 3 to the Company's Registration Statement on Form S-3 No. 333-27959 filed with the Securities and Exchange Commission ("Commission") on July 21, 1997, including the additional $80,000,000 of SAILS registered pursuant to the Company's Registration Statement on Form S-3 filed with the Commission on July 23, 1997 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Rule 462(b) Registration Statement"). In connection therewith, you have requested our opinion with respect to the summary of certain of the material federal income tax consequences of owning or disposing of SAILS expressed in the Prospectus under the caption "Certain United States Federal Income Tax Considerations". In connection herewith, we have reviewed the Prospectus and we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder by the United States Treasury Department (the "Regulations"), pertinent judicial decisions, rulings of the Internal Revenue Service (the "Service") and such other authorities as we have considered relevant, in each case as in effect on the date hereof (including certain regulations in proposed form as of the date hereof). We have assumed that the Prospectus reflects all the facts material to the SAILS and our opinion is expressly conditioned on, among other things, the accuracy as of the date hereof of all of such facts. It should be noted that the Code and Regulations and such judicial decisions, rulings and other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A material change in any of the facts or authorities upon which the views expressed herein are based could affect our conclusions herein. Ralston Purina Company July 23, 1997 Page 2 Due to the absence of authority as to the proper characterization of the SAILS, no assurance can be given that the Service will accept, or that a court will uphold, the characterization and treatment of an investment in the SAILS set forth in the Prospectus under the caption "Certain United States Federal Income Tax Considerations." Accordingly, we can give no opinion with respect to the specific tax consequences of owning or disposing of SAILS, including the characterization of SAILS for U.S. Federal income tax purposes. However, based solely upon and subject to the foregoing, we are of the opinion that the conclusions of law expressed in the summary presented in the Prospectus under the caption "Certain United States Federal Income Tax Considerations" represent the opinion of Bryan Cave LLP. Except as expressly set forth above, we express no other opinion. This opinion is for your benefit and is not to be used, circulated, quoted or otherwise referred to for any purpose except that we consent to the filing of this opinion as Exhibit 8 of the Rule 462(b) Registration Statement and to the reference to our firm under the caption "Legal Opinions" in the Prospectus incorporated by reference as part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, BRYAN CAVE LLP EX-23.(A) 4 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23(A) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 1, 1996, which appears on page 27 of the Ralston Purina Company Annual Report to Shareholders 1996, which is incorporated by reference in Ralston Purina Company's Annual Report on Form 10-K for the years ended September 30, 1996. We also consent to the reference to us under the heading "Experts" in Registration Statement No. 333- 27959. Price Waterhouse LLP St. Louis, Missouri July 23, 1997 EX-99.1 5 LETTER AGRMENT BETWEEN INTERSTATE & RALSTON PURINA [LETTERHEAD OF INTERSTATE BAKERIES CORPORATION] Exhibit 99.1 July 22, 1997 Mr. James R. Elsesser Vice President and Chief Financial Officer Ralston Purina Company Checkerboard Square - 15T St. Louis, MO 63164 Dear Jim: This letter is being sent to you to confirm our mutual agreement with respect to the sale by Ralston Purina Company ("Ralston") of additional Stock Appreciation Income Linked Securities ("SAILS"), which may be exchangeable at maturity, at Ralston's option, for a number of shares of IBC Common Stock or cash with an equivalent value. Ralston has registered the offering of the SAILS pursuant to its Form S-3 Registration Statement No. 333-29759, filed May 29, 1997, and Interstate Bakeries Corporation ("IBC") has registered the underlying shares of IBC Common Stock for which the SAILS may be exchanged on its Form S-3 Registration Statement No. 333-27961, filed May 29, 1997. Ralston has informed IBC that, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, it has elected to file a post-effective amendment to its registration statement in order to register additional SAILS representing 20% of the $400,000,000 maximum aggregate offering price originally registered (the "Additional SAILS"). This letter confirms that IBC consents to the registration and offering of the Additional SAILS and hereby waives it rights, under Section 4.1 of the Shareholder Agreement (the "Agreement") between Ralston, VCS Holding Company and IBC dated July 22, 1995, to acquire the shares of IBC Common Stock which will become exchangeable for the Additional SAILS, to the extent that such shares of IBC Common Stock are actually exchanged for the Additional SAILS at maturity. IBC also agrees to post-effectively amend, at its own expense, its registration statement, in order to register the shares of IBC Common Stock which will be exchangeable for the Additional SAILS. The offering of the SAILS, including the offering of the Additional SAILS, shall be deemed to be the exercise of a single Demand Registration under the Agreement. The side letters dated June 19, 1997 and July 3, 1997 regarding the payment of fees, costs and expenses of the SAILS shall be deemed to apply to the Additional SAILS, provided, however, that Ralston agrees to pay the SEC filing fees with respect to both the Additional SAILS and the IBC Common Stock subject to the Additional SAILS. Mr. James R. Elsesser July 22, 1997 Page 2 If the foregoing is acceptable to you, please indicate by signing two of the originals of each of this letter where indicated and returning them to us. INTERSTATE BAKERIES CORPORATION By: /s/ Ray Sandy Sutton --------------------------------- Ray Sandy Sutton Vice President RALSTON PURINA COMPANY By: /s/ James R. Elsesser ------------------------------------------ James R. Elsesser Vice President and Chief Financial Officer cc: James M. Neville, Esq. General Counsel Ralston Purina Company Checkerboard Square St. Louis, MO 63102 Paul E. Yarick Vice President and Treasurer Interstate Bakeries Corporation 12 East Armour Boulevard Kansas City, MO 64111 -----END PRIVACY-ENHANCED MESSAGE-----