8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  January 29, 2013
RALCORP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Missouri	1-12619	43-1766315
(State or Other Jurisdiction  of Incorporation)	(Commission File Number)	(IRS Employer  Identification No.)
800 Market Street St. Louis, Missouri 63101
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:  (314) 877-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02.  Termination of a Material Definitive Agreement.

As previously disclosed, on May 1, 2012, Ralcorp Holdings, Inc. (“Ralcorp”) entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders parties thereto regarding a $300 million revolving credit facility.

On January 29, 2013, in connection with the Merger, as defined in Item 2.01 of this Current Report on Form 8-K, Ralcorp paid all fees and other amounts outstanding under the Credit Agreement and terminated the Credit Agreement.  No early termination penalties were incurred by Ralcorp.

As previously disclosed, on November 4, 2010, Ralcorp and Ralcorp Receivables, LLC (formerly Ralcorp Receivables Corporation) (the “SPE”) entered into an Amended and Restated Receivables Purchase Agreement (as amended, supplemented or otherwise modified prior to the date hereof, the “Receivables Purchase Agreement”) with the “Commercial Paper Conduits” party thereto, the “Committed Purchasers” party thereto, the “Funding Agents” party thereto, and JPMorgan Chase Bank, N.A., as agent (the “Agent”), and Ralcorp and certain of Ralcorp’s subsidiaries entered into an Amended Restated Receivables Sale Agreement (as amended, supplemented or otherwise modified prior to the date hereof, the “Receivables Sale Agreement”) with the SPE.

On January 29, 2013, in connection with the Merger, as defined in Item 2.01 of this Current Report on Form 8-K, Ralcorp, the SPE and certain of Ralcorp’s subsidiaries entered into a Payoff, Termination and Release Agreement with the Agent, the “Purchasers” party thereto, and the “Funding Agents” party thereto and paid all amounts owing under the Receivables Purchase Agreement and terminated the Receivables Purchase Agreement and the Receivables Sale Agreement.  No early termination penalties were incurred by Ralcorp, the SPE or any of Ralcorp’s subsidiaries.

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On January 29, 2013, Ralcorp completed the merger contemplated by the Agreement and Plan of Merger dated as of November 26, 2012 (the “Merger Agreement”) among Ralcorp, ConAgra Foods, Inc. (“ConAgra Foods”) and Phoenix Acquisition Sub Inc., a wholly-owned subsidiary of ConAgra Foods (“Merger Subsidiary”).  Pursuant to the Merger Agreement, Ralcorp was acquired by ConAgra Foods through a merger of Merger Subsidiary with and into Ralcorp (the “Merger”), with Ralcorp surviving the Merger as a wholly-owned subsidiary of ConAgra Foods (the “Surviving Corporation”).

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of Ralcorp common stock was converted into the right to receive $90.00 in cash, without interest, and (ii) (a) Ralcorp stock options, stock appreciation rights, restricted stock units and restricted shares of Ralcorp common stock automatically vested (to the extent unvested) and were converted into the right to receive $90.00 in cash, without interest, for each share subject to the award (in the case of options and stock appreciation rights, less the per-share exercise price for each share subject to the award), and (b) any dividends and interest thereon accrued but unpaid as of the Effective Time with respect to restricted shares and restricted stock units automatically vested and were paid or delivered to the holders of such restricted shares and restricted stock units.  The total amount of consideration paid in connection with the Merger was approximately $5.08 billion.  ConAgra Foods funded the merger consideration with existing cash on hand, borrowings under its new term loan facility, its existing revolving credit facility and its commercial paper program, and proceeds from the issuance of new senior notes and common stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,

which was filed as Exhibit 2.1 to Ralcorp’s Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) on November 29, 2012, and which is incorporated herein by reference.

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 29, 2013, in connection with the Merger, Ralcorp notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that trading of Ralcorp common stock on the NYSE be suspended after the close of trading on January 29, 2013.  In addition, Ralcorp requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist Ralcorp common stock from the NYSE and deregister Ralcorp common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  On January 29, 2013, in accordance with Ralcorp’s request, the NYSE filed the Form 25 with the SEC. Ralcorp intends to file a certification and notice of termination on Form 15 requesting that Ralcorp’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

Item 3.03.  Material Modification to Rights of Security Holders.

The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

Item 5.01.  Change in Control of Registrant.

As a result of the Merger, a change of control of Ralcorp occurred and Ralcorp became a wholly-owned subsidiary of ConAgra Foods.  The information set forth in Items 2.01 and 3.01 is incorporated herein by reference.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, on January 29, 2013, (i) the directors of Merger Subsidiary immediately prior to the Effective Time became the directors of the Surviving Corporation, (ii) each director of Ralcorp immediately prior to the Effective Time ceased his service as a director of Ralcorp and (iii) Mr. Kevin J. Hunt, Ralcorp’s Chief Executive Officer and President, ceased his employment with Ralcorp and became a consultant to ConAgra Foods.  In addition, in connection with the Merger, Ralcorp terminated its Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees, each as amended, and following such termination, amounts deferred (which, as previously disclosed in the definitive proxy statement filed by Ralcorp on December 28, 2012 in connection with the Merger, represent amounts previously earned) became distributable to plan participants, which include Ralcorp’s named executive officers, in amounts equal to each participant’s account balance as of the Effective Time.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Surviving Corporation were amended and restated in their entirety (the “Amended and Restated Articles of Incorporation”).  In addition, at the Effective Time, the bylaws of Merger Subsidiary in effect immediately prior to the Effective Time became the bylaws (the “Bylaws”) of the Surviving Corporation.  Copies of the Amended and Restated Articles of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On January 29, 2013, Ralcorp held a special meeting of shareholders (the “Special Meeting”) to submit the following proposals to a vote of its shareholders: (i) to approve the Merger Agreement (the “Merger Proposal”), (ii) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers that was based on or otherwise related to the Merger (the “Advisory Vote on Executive Compensation”) and (iii) to approve an adjournment of the Special Meeting, if necessary to solicit additional proxies if there were not sufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). The Merger Proposal, the Advisory Vote on Executive Compensation and the Adjournment Proposal are described in detail in Ralcorp’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 28, 2012.

Voting results of the special meeting are as follows.  Holders of 43,535,349 shares of Ralcorp common stock, representing approximately 78.2% of the shares of Ralcorp common stock outstanding as of the record date for the Special Meeting, were present in person or by proxy, and a summary of the voting results for each proposal is set forth below:

Merger Proposal:
FOR	AGAINST	ABSTAIN
43,336,418	186,850	12,081
Advisory Vote on Executive Compensation:
FOR	AGAINST	ABSTAIN
19,567,279	21,058,139	2,909,931
Adjournment Proposal:
FOR	AGAINST	ABSTAIN
39,953,213	3,547,202	39,934

The votes in favor of the Merger Proposal represented 77.8% of the shares of Ralcorp common stock outstanding as of the record date for the Special Meeting and 99.5% of the shares of Ralcorp common stock present at the Special Meeting.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of November 26, 2012, among Ralcorp Holdings, Inc., ConAgra Foods, Inc. and Phoenix Acquisition Sub Inc. (incorporated by reference to Exhibit 2.1 to Ralcorp Holdings, Inc.’s Current Report on Form 8-K filed on November 29, 2012)
3.1	Amended and Restated Articles of Incorporation of Ralcorp Holdings, Inc.
3.2	Bylaws of Ralcorp Holdings, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RALCORP HOLDINGS, INC.
Date:	January 29, 2013	By:	/s/ Scott Monette
			Name:	Scott Monette
			Title:	Corporate Vice President &  Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of November 26, 2012, among Ralcorp Holdings, Inc., ConAgra Foods, Inc. and Phoenix Acquisition Sub Inc. (incorporated by reference to Exhibit 2.1 to Ralcorp Holdings, Inc.’s Current Report on Form 8-K filed on November 29, 2012)
3.1	Amended and Restated Articles of Incorporation of Ralcorp Holdings, Inc.
3.2	Bylaws of Ralcorp Holdings, Inc.

EX-3.1

Exhibit 3.1

Articles of Incorporation of Ralcorp Holdings, Inc.

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

RALCORP HOLDINGS, INC.

ARTICLE I

The name of the corporation (hereinafter referred to as the “Corporation”) is Ralcorp Holdings, Inc.

ARTICLE II

The initial registered office of the Corporation in the State of Missouri is located at 120 South Central Avenue, Clayton, Missouri 63105, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE III

The aggregate number, class and par value, if any, of shares which the Corporation shall have the authority to issue is One Hundred (100) shares of Common Stock, par value $0.01 per share.

The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect of the shares of each class are as follows:

a.There shall be no preemptive rights of shareholders to acquire additional shares, and in that respect, preemptive rights are specifically denied.

b.All cumulative voting rights are hereby denied, so that the Common Stock of the Corporation shall not carry with it, and no holder or owner of any share or shares of the Common Stock shall have any, right to cumulative voting in the election of directors or for any other purpose.

c.The foregoing provisions are not intended to modify or prohibit any provisions of any voting trust or agreement between or among holders or owners of shares of stock or other securities of the Corporation.

ARTICLE IV

The number of directors to constitute the first Board of Directors is three (3), and thereafter the number of directors shall be fixed by, or in the manner provided in, the Bylaws.

ARTICLE V

The duration of the Corporation is perpetual.

ARTICLE VI

The Corporation is formed for the following purposes:

a.To engage in any business lawful and permitted pursuant to the laws of the State of Missouri; and

b.To do anything permitted of corporations formed pursuant to the provisions of The General and Business Corporation Law of Missouri (hereinafter referred to as the “GBCL”), as amended from time to time.

ARTICLE VII

a.The Corporation shall indemnify each person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation) who at any time is serving or

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has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law.  Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

b.The Corporation may, if it deems appropriate and as may be permitted by this Article, indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the

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Corporation, in its discretion, may deem appropriate.  Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding paragraph of this Section (b) of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including, without limitation, attorneys' fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding.

c.Any indemnification required under Section (a) of this Article or authorized by the Corporation in a specific case pursuant to Section (b) of this Article (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set forth in or established pursuant to this Article.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if

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such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided that no such determination shall preclude an action brought in an appropriate court to challenge such determination.

d.Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article from or on account of such person's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.  The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any employee or agent of the Corporation.

e.Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit, proceeding or claim shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim, and expenses incurred by a person who is or was an employee or agent of the Corporation in defending a civil or criminal action, suit, proceeding or claim may be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim as authorized by or at the direction of the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article.

f.The indemnification and other rights provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, and the Corporation is hereby specifically authorized to provide such indemnification and

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other rights by any agreement, vote of shareholders or disinterested directors or otherwise.

g.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf of the Corporation in any capacity or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) against any claim, liability or expense asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

h.For the purpose of this Article:

(i)Any director, officer, employee or agent of the Corporation who shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise.  In all other instances when any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise

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interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

(ii)References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity.

(iii)The term "other enterprise" shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term "serving at the request of the Corporation" shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on, or involves services by, a director, officer, employee or agent of the Corporation with respect to any employee benefit plan, its participants, or beneficiaries; and unless a person's conduct in connection with an employee benefit plan is finally adjudicated to have been knowingly fraudulent, deliberately dishonest or willful misconduct, such person shall be

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deemed to have satisfied any standard of care required by or pursuant to this Article in connection with such plan; the term "fines" shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.

i.The indemnification and other rights provided pursuant to this Article shall apply both to action by any director, officer, employee or agent of the Corporation in an official capacity and to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.  Notwithstanding any other provision in these Amended and Restated Articles of Incorporation, any indemnification rights arising under or granted pursuant to this Article shall survive amendment or repeal of this Article with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.

j.

(i)No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Section (j)(i) shall not eliminate or limit the liability of a director to the extent provided by applicable law (1) for any beach of a director’s duty of loyalty to the Corporation or its

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shareholders, (2) for acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 351.345 of the GBCL, or (4) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Section (j)(i) shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director from August 28, 2000 to the date of such amendment or repeal.

(ii)It is the intention of the Corporation to limit the liability of the directors of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law.  Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability to a greater extent than provided for in the foregoing Section (j)(i), the liability of the directors of the Corporation shall be so eliminated or limited without the need for amendment of these Amended and Restated Articles of Incorporation or further action on the part of the shareholders of the Corporation.

ARTICLE VIII

The Board of Directors is expressly authorized to make, amend, alter and rescind the Bylaws of the Corporation.

ARTICLE IX

The Corporation shall have full authority to amend these Amended and Restated Articles of Incorporation, at any time or from time to time, as permitted by the provisions of the GBCL, as amended from time to time.

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EX-3.2

Exhibit 3.2

BYLAWS

of

RALCORP HOLDINGS, INC.

ARTICLE I

Offices

The principal office of the Company is to be located at such places within and without the State of Missouri as the Board of Directors of the Company from time to time designate.  The Company may also have offices at such other places within and without the State of Missouri as the Board of Directors of the Company may from time to time designate and the business of the Company may require.

ARTICLE II

Shareholders

Section 1.  Annual Meeting.  The annual meeting of the Company shall be held for the election of directors at such date, time and place either within or without the State of Missouri as may be designated by the Board of Directors.  At such annual meeting, members of the Board of Directors shall be elected to succeed those whose terms are then expiring and such other business shall be transacted as may properly be brought before the meeting.

Section 2.  Special Meetings.  Special meetings of the Company may be called at any time by the vote of a majority of the entire number of the members of the Board of Directors.  Business transacted at all special meetings of the Company shall be confined to the purpose or purposes stated in the notice of the meeting.

Section 3.  Place and Hour of Meeting.  Every annual meeting of the Company shall be held at such time as may be selected by the Board of Directors.  Every special meeting of the Company shall be held at such time as may be selected by the Board of Directors.  Every meeting of the Company, whether an annual or a special meeting, shall be held at such place as may be selected by the Board of Directors.

Section 4.  Notice of Meetings; Closing of Transfer Books; Record Date.  Notice of each meeting of the Company shall be mailed to each shareholder of the Company not less than ten nor more than fifty days previous to such meeting, and every such notice shall state the day and hour and the place at which the meeting is to be held and, in the case of any special meeting, shall indicate briefly the purpose or purposes thereof.  The Board of Directors of the Company shall have the power to close the transfer books of the Company for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion, or exchange of shares goes into effect.  In lieu, however, of closing the stock transfer books, the Board of Directors may fix in

advance a date, not exceeding seventy days preceding the dates of the aforenamed occurrences, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares.  In such case, such shareholders, and only such shareholders as are shareholders of the Company of record on the date of closing the transfer books or on the record date so fixed, are entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date so fixed.  If the Board of Directors shall not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the 20th day preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting.  In order for any nomination for Director to be entertained at any meeting of for any business to be transacted at any annual meeting of the shareholders, other than nominations or business made or proposed by or at the direction of the Board of Directors, notice thereof must be received from the nominating or proposing shareholder by the Secretary of the Company, accompanied or promptly followed by such supporting information as he shall reasonably request, not less than seventy-five days prior to the date of any annual meeting or more than seven days after the mailing of notice of any special meeting.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.  List of Voters.  A complete list of all shareholders entitled to vote at any annual and special meeting of the Company’s shareholders is to be compiled at least ten days before such meeting by the officer or agent having charge of the transfer books for shares of stock of the Company.  Such list is to be compiled in alphabetical order with the address and the number of shares held by each shareholder.  The list must be kept on file in the registered office of the Company for a period of at least ten days prior to such meeting and must be open to inspection by any shareholder for such period during usual business hours.  Such list must also be present and kept open at the time and place of such meeting and is subject to the inspection of any shareholder during such meeting.  The original share ledger or transfer book, or a duplicate thereof kept in Missouri, is prima facie evidence as to who are the shareholders of the Company entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders.  Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting.

Section 6.  Quorum.  A majority of the outstanding shares entitled to notice of and to vote at a meeting, present in person or by proxy conforming to Section 8 of this Article II, shall constitute a quorum for the transaction of any business coming before any regular or special meeting of the Company duly and properly called, except as provided

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by law, the Articles of Incorporation of the Company, or these Bylaws.  If, however, such quorum of shareholders shall not be present or represented at any meeting of the Company, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until requisite number of shareholders shall be present.  At any such adjourned meeting at which the requisite number of shareholders shall be represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7.  Voting Rights.  Each outstanding share of stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at any annual or special meeting of the Company.

Section 8.  Voting by Proxy.  Every person legally entitled to vote as a shareholder at any election, or on any question relating to the management or business of the Company may cast such vote by proxy; but said proxy shall be a shareholder of the Company otherwise entitled to vote, and the authority to cast such vote shall be in writing and shall state the name of the person authorized to cast such vote and the date of the meeting at which such vote shall be cast.  In no event shall a proxy be valid for more than one annual or special meeting, as the case may be.

Section 9.  Voting of Shares by Certain Holders.

(a)           Shares of stock in the name of another corporation, foreign or domestic, are to be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.

(b)           Shares of stock in the name of a deceased person are to be voted by his executor or administrator in person or by proxy.

(c)           Shares of stock in the name of a fiduciary, such as guardian, curator, or trustee are to be voted by such fiduciary either in person or by proxy, provided the books of the Company show the stock to be in the name of such fiduciary in such capacity.

(d)           Shares of stock in the name of a receiver are to be voted by such receiver, and shares held by, or in the control of, a receiver are to be voted by such receiver without the transfer thereof into his name, if such voting authority is contained in an appropriate order of the court by which such receiver was appointed.

(e)           Shares of stock which have been pledged are to be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.

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Section 10.  Informal Action by Unanimous Consent of Shareholders.  Any action required by The General and Business Corporation Law of Missouri to be taken at a meeting of the shareholders of the Company, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if all of the shareholders entitled to vote with respect to the subject matter thereof sign written consents that set forth the action so taken.  Such consents have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America or other Country.  The Secretary of the Company shall file such consents with the minutes of the meetings of the shareholders of the Company.

ARTICLE III

Board of Directors

Section 1.  Number and Term of Office.  The property and the business of the Company shall be managed by its Board of Directors.  The number of Directors to initially constitute the Board of Directors shall be as provided in the Company’s Articles of Incorporation.  Thereafter, the number of Directors to constitute the Board of Directors shall be as determined by the Board of Directors from time to time.

Section 2.  Filling of Vacancies.  In case of the death or resignation, or disqualification of one or more of the Directors, the remaining Directors may fill the vacancy.  Such appointed Director shall serve for the unexpired term of the class to which such Director was appointed.

Section 3.  Place of Meeting. Etc.  The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Company, except as otherwise required by law, at any office of the Company or at such other place or places as they may from time to time by resolution determine.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors shall be held when called by the Directors, but not less than annually.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called by the President on three days’ notice to each Director specifying the time and place of such meeting, which notice may be given, either personally or by mail or by facsimile addressed to the Director; and shall be called by the Secretary in like manner and on like notice on the written request of any two Directors.  Every special meeting shall be held either at the office of the Company or at some other place which shall have been previously designated by resolution of the Board as one of the places at which special meetings of the Board may be held.  Except as herein otherwise provided, or unless otherwise indicated in the notice thereof, any business may be transacted at any special meeting, and any business may be transacted at any meeting at which every Director shall be present, even though without any notice.  Attendance of a person at a

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meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.  Quorum.  At all meetings of the Board of Directors, a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, but if, at any meeting, less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation of the Company or by these Bylaws.

Section 7.  Action by Unanimous Consent of Directors.  If all the Directors severally or collectively consent in writing to any action taken or to be taken by the Directors, such consents have the same force and effect as a unanimous vote of the Directors at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America or other Country.  The Secretary of the Company shall file such consents with the minutes of the meetings of the Board of Directors.

Section 8.  Telephonic Meetings.  Members of the Board of Directors may participate in any regular or special meeting of the Board of Directors, or of any committee of the Board, by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section 8 will constitute presence in person at such meeting.

Section 9.  Removal.  Any Director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Company then entitled to vote at any election of directors and the vacancies thus created may be filled in accordance with Article III, Section 2 herein.

Section 10.  Committees.  The Board may, from time to time, appoint committees to manage the business and affairs of the Company.

ARTICLE IV

Officers

Section 1.  Officers.  The officers of the Company shall be chosen by the Board of Directors and shall be a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, and such other officers as the Board of Directors may deem advisable, who shall have such authority and perform such duties as from time to time may be prescribed by the Board of Directors, or, in the event of their failure so to prescribe, then by the President.  All such officers shall be elected by the Board of

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Directors at the regular meeting of the Board held after each annual meeting of the shareholders.

Section 2.  President.  The President shall perform such duties as may from time to time be assigned to him by resolution of the Board of Directors and shall have general charge and control of all of the Company’s business and affairs.

Section 3.  Vice-Presidents.  Each Vice-President shall perform such duties as may from time to time be assigned to him by resolution of the Board of Directors or by the President.

Section 4.  Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Company in books provided for that purpose; he shall attend to the giving or serving of all notices of the Company; he may sign with the President, or a Vice-President, in the name of the Company; he shall have charge of such books and papers as the Board of Directors shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application at the office of the Company during business hours; and he shall in general perform all the duties incident to the office of the Secretary, subject to the control of the Board of Directors and the President.

Section 5.  Compensation of Officers.  The President and the other officers of the Company shall be entitled to receive such compensation for their services as may from time to time be determined by the Board of Directors.

Section 6.  Removal of Officers.  All officers, agents and employees other than officers appointed by the Board of Directors shall hold office at the discretion of the Committee or of the officers appointing them.  Any officer appointed by the Board of Directors may be remove, with or without cause, at any time, by resolution adopted by the Board of Directors.

Section 7.  Other Employees.  Except as hereinbefore provided, the President shall have full power to appoint, remove, and fix the compensation of each and every person employed by the Company.

ARTICLE V

Miscellaneous Provisions

Section 1.  Corporate Seal.  The Company shall have no seal.

Section 2.  Fiscal Year. The fiscal year of the Company shall terminate on the last Sunday in May of each year and begin on the immediate following day, unless otherwise designated by the Board of Directors.

Section 3.  Manner of Giving Notice.  Whenever under the provisions of these Bylaws notice is required to be given to any Director or shareholder, it shall not be

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construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, addressed to such Director or shareholder at his address as it appears on the records of the Company, and such notice shall be deemed to be given at the time when the same shall be thus mailed.  Any shareholder of the Company, Director, officer or committee member may waive any notice required to be given under these Bylaws.  Whenever in the Company’s Articles of Incorporation or these Bylaws notice is required or permitted to be given by mail, the affidavit of the person who mailed such notice, filed with the Secretary of the Company, shall constitute conclusive evidence that such notice has been given and mailed.

Section 4.  Certificates for Shares.  The Board of Directors is to prescribe the form of the certificate of stock of the Company.  The certificate is to be signed by the President or Vice-President and by the Secretary, Treasurer, or Assistant Secretary or Assistant Treasurer, is to be sealed with the seal of the Company and is to be numbered consecutively.  The name of the owner of the certificate, the number of shares of stock represented thereby, and the date of issue are to be recorded on the books of the Company.  Certificates of stock surrendered to the Company for transfer are to be canceled, and new certificates of stock representing the transferred shares issued.  New stock certificates may be issued to replace lost, destroyed or mutilated certificates upon such term and with such security to the Company as the Board of Directors may require.

Section 5.  Transfer of Shares.  Shares of stock of the Company may be transferred on the books of the Company by the delivery of the certificates representing such shares to the Company for cancellation, and with an assignment in writing on the back of the certificate executed by the person named in the certificates as the owner thereof, or by a written power of attorney executed for such purpose by such person.  The person registered on the books of the Company as the owner of shares of stock of the Company is deemed the owner thereof and is entitled to all rights of ownership with respect to such shares.

Section 6.  Transfer Books.  Transfer books are to be maintained under the direction of the Secretary, showing the ownership and transfer of all certificates of stock issued by the Company.

Section 7.  Construction.  Whenever a word in the masculine gender is used in these Bylaws it shall be understood to be in or include the feminine gender where appropriate under the circumstances.  These Bylaws are to be construed to be consistent with applicable law, and if such construction is not possible then the invalidity of a By-law or a portion thereof shall not affect the validity of the remainder of the Bylaws, which shall remain in full force and effect.

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ARTICLE VI

Amendments

These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by vote of a majority of all of the members of the Board of Directors then in office, at any regular or special meeting of the Board; provided, no Bylaw may be adopted or amended so as to be inconsistent with the Articles of Incorporation of the Company or the Constitution or other laws of the State of Missouri.

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