-----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, HpcvXorhCIWUsIR6tKwk1fNeBla7MExBx6+B86cr4OCR4LPhNLK3SjmmfOEl9vDM v1ENRqgAoEWwfmAiJEJjwg== 0000950134-02-014814.txt : 20021121 0000950134-02-014814.hdr.sgml : 20021121 20021120200456 ACCESSION NUMBER: 0000950134-02-014814 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021121 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51223 FILM NUMBER: 02835392 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/A 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/A 1 c72923a1sctoviza.txt AMENDMENT NO. 1 TO SCHEDULE TO-I 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 (AMENDMENT NO. 1) 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. ** Previously paid. [_] 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 Amendment No. 1 to the 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 Amendment No. 1 to the 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. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 1 to the Schedule TO by reference to all of the applicable items in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. ITEMS 1 THROUGH 9 AND 11 THROUGH 13. Items 1 through 9 and 11 through 13 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: (1) On the page captioned "Important," the Offer to Purchase is hereby amended and supplemented by amending the last sentence of the fourth paragraph so that such sentence reads in its entirety: Note that this election will have the same effect as designating $21.00 as your purchase price and could result in your shares being purchased at the minimum price of $21.00 per share. (2) On page 7, the Offer to Purchase is hereby amended and supplemented by removing the last paragraph in the section entitled "Forward Looking Statements." (3) On page 21, in Section 7, the Offer to Purchase is hereby amended and supplemented by replacing the reference to "prior to the time of payment for any shares" with "up to and including the Expiration Date." In addition, the last paragraph of Section 7 of the Offer to Purchase is hereby amended and supplemented by replacing "at any time and from time to time" with "at any time up to and including the Expiration Date" in both the first and second sentences. (4) In the first paragraph of Section 7, on page 21, the Offer to Purchase is hereby amended and supplemented by removing "or may postpone the acceptance for payment of, or the purchase of and payment for shares tendered." (5) In the first and last paragraph of Section 7, the Offer to Purchase is hereby amended and supplemented by changing the word "including" to "excluding." (6) On page 22, the Offer to Purchase is hereby amended and supplemented by (1) removing that portion of the first bullet on page 22 which provides "or materially impair the contemplated benefits of the offer to us" and (2) removing the fifth bullet point on page 22 in its entirety. (7) On page 25 the Offer to Purchase is hereby amended and supplemented by striking the phrase ", bankruptcy remote" from the second paragraph. (8) On page 26 the Offer to Purchase is hereby amended and supplemented by eliminating the first paragraph after the list of Reports on Form 8-K and prior to the paragraph that begins "You can obtain any of the documents..." ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits: EXHIBIT NO. DESCRIPTION (a)(1)(vi) Letter to participants in Ralcorp's 401(K) Savings Investment Plan dated November 2002. (a)(5)(vi) Press Release dated November 20, 2002. 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 20, 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)(1)(vi) Letter to participants in Ralcorp's 401(k) Savings Investment Plan dated November 2002. (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. (a)(5)(vi) Press Release dated November 20, 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.
* Previously filed. EX-99.(A)(1)(VI) 3 c72923a1exv99wxayx1yxviy.txt LETTER TO PARTICIPANTS IN 401(K) SAVINGS PLAN EXHIBIT (a)(1)(vi) [RALCORP LOGO] Savings Investment Plan Bulletin Company Offer to Buy Stock Held in SIP On November 11, 2002 the Company commenced a self-tender offer for up to 4,000,000 shares of its stock at a price not in excess of $24 and not less than $21 per share. Unlike previous tender offers, this offer is being extended to include shares of stock held in the Savings Investment Plan. If your SIP account includes a balance in the Ralcorp Common Stock Fund, you are eligible to direct the sale of some or all of the shares held in your account. Those who are eligible will receive information from the outside firm handling the offer on behalf of Ralcorp, Georgeson Shareholder Communications Inc. The material includes details of the offer and instructions if you wish to participate. Please read these materials carefully. NO ACTION IS REQUIRED IF YOU DO NOT WISH TO PARTICIPATE. IF YOU WISH TO PARTICIPATE, YOU MUST COMPLETE THE "DIRECTIONS FORM" INCLUDED IN THE MATERIAL AND MAIL IT TO GEORGESON SHAREHOLDER COMMUNICATIONS INC. IN THE ENVELOPE PROVIDED SO THAT IT IS RECEIVED BY THURSDAY, DECEMBER 5, 2002. On this form you must elect a percentage of shares you wish to tender. You must also elect one price at which you choose to tender your shares by marking the appropriate box. By instructing Vanguard to "tender" your shares, you are instructing Vanguard to sell your shares for cash in response to this offer. If you tender shares, the proceeds will be reinvested in the Vanguard Federal Money Market Fund. You may then exchange (transfer) this amount to other investments available in the Plan. STOCK FUND FREEZE There will be a freeze on transactions in the Ralcorp Common Stock Fund as a result of this process. If you have a balance in the stock fund and you do not elect to tender any shares, the stock fund balance within your account will be frozen for 1 or 2 business days. The freeze will begin after the close of business on Thursday, December 5th and will continue until Monday, December 9th or Tuesday, December 10th. If you have a balance in the stock fund and you do elect to tender shares, the stock fund balance within your account will be frozen for approximately 10 to 14 business days. The freeze will begin after the close of business on Thursday December 5th and will continue 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 have a SIP account, but you do not have a balance in the stock fund, you will be unable to exchange amounts into the stock fund during the 1 or 2 day freeze period which begins after the close of business on Thursday, December 5th. ADDITIONAL INFORMATION If you have any questions about the offer, or any of the matters discussed in the tender materials, please call Georgeson Shareholder Communications Inc., the Information Agent, at (866) 870-4326. Benefits Administration November 2002 EX-99.(A)(5)(VI) 4 c72923a1exv99wxayx5yxviy.txt PRESS RELEASE DATED NOVEMBER 20, 2002 For Release: Immediate Contact: Scott Monette 314-877-7113 RALCORP HOLDINGS, INC. ANNOUNCES THAT EMPLOYEES OF THE CARRIAGE HOUSE COMPANIES, INC. STRIKE ST. LOUIS, MO, NOVEMBER 20, 2002 . . . Ralcorp Holdings, Inc. (NYSE:RAH) announced today that employees at the Fredonia and Dunkirk, New York facilities of The Carriage House Companies, Inc. who are members of Local Union No. 266 of the National Conference of Fireman and Oilers, S.E.I.U. have gone on strike. These facilities manufacture a variety of store brand sauces, syrups, jams, jellies, salad dressings and mayonnaise. The contract expired at midnight on November 19, 2002. The strike followed lengthy contract talks between the Company and the Union. David P. Skarie, President of The Carriage House Companies, Inc., stated: "We are disappointed that the Fredonia and Dunkirk employees elected to go on strike. We tried our best during the course of negotiations to accommodate the needs of the union employees while addressing the Company's need to operate successfully in an extremely competitive environment. We hope the strike is brief." Mr. Skarie went on to state that "We will use a combination of shifting production to other facilities within the Carriage House family and by using managers and administrative employees from Carriage House and other Ralcorp divisions to satisfy the needs of our customers." The financial impact of the strike to the Company depends on the duration of the strike and the success of the Company's efforts to mitigate its effects as described above. The impact could, however, be materially adverse to one or more fiscal quarters of fiscal year 2003 or to the fiscal year. In addition to the strike, Carriage House is being adversely affected by increases in ingredient costs and the loss of a major customer and a continuing difficult pricing environment as previously disclosed. Based on information currently available, the Company expects that, without taking into account any effect of the strike, Carriage House's earnings for the first quarter of fiscal year 2003 will be significantly below those reported for the same period last fiscal year and could be break even or a modest loss for the quarter. However, Ralcorp's other operating segments are performing well and should meet or exceed operating results for the prior year's first quarter. These improvements should significantly offset weaknesses at Carriage House in the short-term. During the remainder of fiscal year 2003, Carriage House will undertake an aggressive plan to improve performance by reducing costs across all aspects of the business, continuing to rationalize production capacity and where appropriate, exiting under-performing businesses. 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. NOTE: Information in this press release that includes information other than historical data contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are sometimes identified by their use of terms and phrases such as "should," "will," "believes, "could," "anticipates," "intends," "plans" or similar expressions. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties and are therefore qualified by the Company's cautionary statements contained in its filings with the Securities and Exchange Commission. Also, such statements are qualified by the following factors: length of the strike at Carriage House; customer reactions to the strike; ability to satisfy customer orders during the strike, ability to develop and execute a plan to improve results of operations at Carriage House; and continued favorable performance of the Company's cereals, crackers and cookies and snack nut and candy segments. ### -----END PRIVACY-ENHANCED MESSAGE-----