-----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, R1LIyug563XVaWTVo24JaroGGSvsYDrukAt/BNkvdovedmvQdd84jyDKXK8tmhDM UQYLwvdjqE1/CJ9VN+ouWg== 0000950137-97-002306.txt : 19970630 0000950137-97-002306.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950137-97-002306 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 97631293 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 11-K 1 11-K DATED DECEMBER 31, 1996 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-12619 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN RALCORP HOLDINGS, INC. SUITE 2900 800 MARKET STREET ST. LOUIS, MISSOURI 63101 2 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (in thousands)
Year Ended December 31, 1996 ----------------------------------------------------------------------- U.S. Growth Ralcorp Fixed Equity Government and Stock Income Index Money Income Balanced Fund Fund Fund Market Fund Fund ---------- --------- ----------- ---------- --------- -------- Additions to Net Assets: Contributions: Participants $ 5,582 $ 142 $ 290 $ 127 $ 340 $ 318 Employer 4,866 --------- --------- --------- --------- --------- --------- 10,448 142 290 127 340 318 --------- --------- --------- --------- --------- --------- Investment income: Dividends and interest 438 279 357 695 762 Net appreciation (depreciation) in fair value of investments (5,803) (23) 2,136 1,267 649 --------- --------- --------- --------- --------- --------- (5,803) 415 2,415 357 1,962 1,411 --------- --------- --------- --------- --------- --------- Total Additions 4,645 557 2,705 484 2,302 1,729 --------- --------- --------- --------- --------- --------- Deductions from Net Assets: Benefits paid (4,890) (1,382) (1,628) (1,605) (1,132) (1,275) Administrative expenses (27) (2) (4) (4) (3) (4) --------- --------- --------- --------- --------- --------- (4,917) (1,384) (1,632) (1,609) (1,135) (1,279) --------- --------- --------- --------- --------- --------- Net Increase (Decrease) Prior to Transfers (272) (827) 1,073 (1,125) 1,167 450 Transfer to American Redemption Systems Savings Investment Plan (229) (120) (263) (162) (99) (66) Interfund Transfers (4,173) 26 1,263 1,293 705 129 --------- --------- --------- --------- --------- --------- Net increase (decrease) in assets (4,674) (921) 2,073 6 1,773 513 --------- --------- --------- --------- --------- --------- Net assets, beginning of period 43,085 7,768 10,541 7,162 7,958 9,042 --------- --------- --------- --------- --------- --------- Net assets, end of period $ 38,411 $ 6,847 $ 12,614 $ 7,168 $ 9,731 $ 9,555 ========= ========= ========= ========= ========= =========
Year Ended December 31, 1996 -------------------------------------------------- Inter- Parti- Aggressive national cipant Growth Growth Loan Fund Fund Fund Total ---------- --------- ---------- --------- Additions to Net Assets: Contributions: Participants $ 269 $ 265 $ 7,333 Employer 4,866 --------- --------- --------- --------- 269 265 - 12,199 --------- --------- --------- --------- Investment income: Dividends and interest 244 223 $ 535 3,533 Net appreciation (depreciation) in fair value of investments 274 462 (1,038) --------- --------- --------- --------- 518 685 535 2,495 --------- --------- --------- --------- Total Additions 787 950 535 14,694 --------- --------- --------- --------- Deductions from Net Assets: Benefits paid (560) (660) (1,285) (14,417) Administrative expenses (2) (2) (48) --------- --------- --------- --------- (562) (662) (1,285) (14,465) --------- --------- --------- --------- Net Increase (Decrease) Prior to Transfers 225 288 (750) 229 Transfer to American Redemption Systems Savings Investment Plan (39) (87) (136) (1,201) Interfund Transfers 507 254 (4) - --------- --------- --------- --------- Net increase (decrease) in assets 693 455 (890) (972) --------- --------- --------- --------- Net assets, beginning of period 3,694 4,726 7,344 101,320 --------- --------- --------- --------- Net assets, end of period $ 4,387 $ 5,181 $ 6,454 $ 100,348 ========= ========= ========= =========
See accompanying notes to financial statements. 3 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (in thousands)
December 31, 1996 ------------------------------------------------------------------------------------ U.S. Growth Ralcorp Fixed Equity Government and Stock Income Index Money Income Balanced Fund Fund Fund Market Fund Fund --------- --------- -------- ---------- --------- --------- Assets Investments Shares in registered investment companies $ 473 $ 6,118 $ 12,613 $ 7,167 $ 9,730 $ 9,553 Ralcorp common stock 37,942 Insurance company contracts 729 Notes receivable from participants -------- -------- -------- -------- -------- -------- Total investments 38,415 6,847 12,613 7,167 9,730 9,553 -------- -------- -------- -------- -------- -------- Contributions receivable 1 1 1 2 Interest and dividends receivable 1 -------- -------- -------- -------- -------- -------- Total Assets 38,416 6,847 12,614 7,168 9,731 9,555 -------- -------- -------- -------- -------- -------- Liabilities Fees payable 5 -------- -------- -------- -------- -------- -------- Total Liabilities 5 - - - - - -------- -------- -------- -------- -------- -------- Net Assets Available for Benefits $ 38,411 $ 6,847 $ 12,614 $ 7,168 $ 9,731 $ 9,555 ======== ======== ======== ======== ======== ========
December 31, 1996 -------------------------------------------------------- Inter- Parti- Aggressive national cipant Growth Growth Loan Fund Fund Fund Total ----------- --------- ------- -------- Assets Investments Shares in registered investment companies $ 4,386 $ 5,180 $ 55,220 Ralcorp common stock 37,942 Insurance company contracts 729 Notes receivable from participants $ 6,454 6,454 -------- -------- -------- -------- Total investments 4,386 5,180 6,454 100,345 -------- -------- -------- -------- Contributions receivable 1 1 7 Interest and dividends receivable 1 -------- -------- -------- -------- Total Assets 4,387 5,181 6,454 100,353 -------- -------- -------- -------- Liabilities Fees payable 5 -------- -------- -------- -------- Total Liabilities - - - 5 -------- -------- -------- -------- Net Assets Available for Benefits $ 4,387 $ 5,181 $ 6,454 $100,348 ======== ======== ======== ========
See accompanying notes to financial statements. 4 RALSTON RESORTS, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 ----------------------------------------------------------------- U.S. Growth Ralston Fixed Equity Government and Stock Income Index Money Income Fund Fund Fund Market Fund ------- ------ ------ ---------- ------ Assets Investments Shares in registered investment companies $4,835 $14,980 $44,598 $42,176 Ralcorp common stock $75,192 Insurance company contracts 1,185 Notes receivable from participants ------- ------ ------- ------- -------- Total investments 75,192 6,020 14,980 44,598 42,176 ------- ------ ------- ------- -------- Net Assets Available for Benefits $75,192 $6,020 $14,980 $44,598 $42,176 ======= ====== ======= ======= ========
December 31, 1995 ----------------------------------------------------------------- Inter- Aggressive national Participant Balanced Growth Growth Loan Fund Fund Fund Fund Total -------- ---------- -------- ----------- ------ Assets Investments Shares in registered investment companies $62,423 $47,807 $49,907 $ $266,726 Ralcorp common stock 75,192 Insurance company contracts 1,185 Notes receivable from participants 8,422 8,422 ------- ------- ------- ------ -------- Total investments 62,423 47,807 49,907 8,422 351,525 ------- ------- ------- ------ -------- Net Assets Available for Benefits $62,423 $47,807 $49,907 $8,422 $351,525 ======= ======= ======= ====== ========
5 ATTACHMENT I RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996 --------------------------------------------- Number of Fair Description of Investment Shares/Units Cost Value ------------------------- ------------ ---------- ----------- ($ in thousands) Vanguard Wellington Fund 365,307 $ 7,794 $ 9,553 Vanguard Explorer Fund 81,475 3,922 4,386 Vanguard Money Market Reserve Fund - Federal Porfolio 7,167,285 7,167 7,167 Vanguard Money Market Reserve Fund - Prime Portfolio 472,616 473 473 Vanguard Index Trust - 500 Portfolio 182,381 8,712 12,613 Vanguard Windsor II Fund 408,315 7,702 9,730 Vanguard International Growth Portfolio 314,744 4,511 5,180 Vanguard Short Term Corporate Bond Fund 174,434 1,868 1,875 Vanguard Investment Contract Trust 4,242,850 4,243 4,243 ---------- ---------- Total investment in shares in registered investment companies 46,392 55,220 ---------- ---------- Ralcorp Holdings, Inc. common stock 1,796,088 37,738 37,942 Insurance contracts - separate accounts American International Life Assurance 334 334 Metropolitan Life Insurance 395 395 ---------- ---------- Total insurance company contracts 729 729 ---------- ---------- Loans to Plan participants 6,454 6,454 ---------- ---------- $ 91,313 $ 100,345 ========== ==========
6 ATTACHMENT II Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS RALCORP HOLDINGS, INC. SAVINGS PLAN SUMMARY OF PLAN TRANSACTIONS 01/01/96 THROUGH 12/31/96
- --------------------------------------------------------------------------------------------------------------------------------- IDENTITY OF COST OF NO. OF PROCEEDS FROM NET HISTORICAL NET MARKET VALUE ISSUE PURCHASES PURCHASES SALES NO. OF SALES GAIN OR (LOSS) GAIN OR (LOSS) - --------------------------------------------------------------------------------------------------------------------------------- RALCORP COMMON STOCK FUND 17,314,345.70 152 16,200,271.87 246 965,792.19 (1,148,012.21) FIXED INCOME FUND 3,549,365.91 102 4,447,861.08 181 20,404.06 6,580.98 VANGUARD WELLINGTON FUND 2,323,397.26 133 2,468,706.18 182 422,557.51 116,701.16 VANGUARD EXPLORER FUND 1,673,415.80 138 1,261,318.32 151 141,292.75 69,674.09 VMMR FEDERAL PORTFOLIO 6,236,129.34 209 6,203,160.64 234 0.00 0.00 VANGUARD INDEX 500 PORTFOLIO 3,040,280.88 168 3,103,790.88 183 691,836.16 260,773.79 VANGUARD WINDSOR II 3,151,706.20 153 2,652,025.92 196 484,545.71 228,051.43 INTERNATIONAL GROWTH PORTFOLIO 1,579,874.05 135 1,593,321.51 186 181,213.29 94,702.92 - --------------------------------------------------------------------------------------------------------------------------------- TOTALS $38,868,515.14 $37,930,456.40 $2,907,641.67 ($371,527.84) =============== =============== ============== =============
7 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1: DESCRIPTION OF PLAN The following description of the Ralcorp Holdings, Inc. (the Company) Savings Investment Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Plan Purpose. The Plan is a defined contribution plan whose purpose is to permit deferrals of compensation by eligible employees of the Company and its subsidiaries, to enable them to share in the Company's performance through participation in the Ralcorp Stock Fund and to provide them with an attractive, convenient vehicle for accumulating capital for their future economic security. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is designed to meet ERISA's reporting and disclosure and fiduciary responsibility requirements, as well as meet the minimum standards for participation and vesting. The Plan is not, however, subject to ERISA's minimum funding standards, nor are benefits under the Plan eligible for termination insurance provided by the Pension Benefit Guaranty Corporation (PBGC). The Company believes that the Plan conforms with requirements of ERISA. Eligibility. All regular sales, administrative and clerical employees and certain production employees, depending on the terms and conditions of employment, who receive regular compensation from a payroll subject to FICA in the United States are eligible to participate to the extent permitted by the Plan or applicable law. In addition, the Plan requires completion of one year of credited service with the Company prior to participation in the Plan. Plan Administration. The Plan is administered by the Company. Except as to matters required by the terms of the Plan to be decided by the Company's Board of Directors (the Board), the Company's Benefits Administration Committee (BAC) has the right to interpret the Plan and to decide certain matters arising under the Plan. The Board has designated the Company's Employee Benefit Trustees Committee (EBTC) as having certain rights and obligations to control and manage Plan assets, to select investment funds available for investment by Plan participants and to appoint and remove the Trustee and any investment managers retained in connection with the investment of Plan assets. Plan Contributions. Participants may make maximum contributions to the Plan equal to the lesser of $30,000 or 15% of their compensation for that year. Subject to such limitations, participants may make basic contributions of 2% to 12% of their compensation, in 1% increments, on a pre-tax basis. For employees first hired by Ralston Purina Company (Ralston) before June 30, 1993 and who were employed by the Company on April 1, 1994, the Company will make a 100% matching contribution on the first 6% of such participant's basic contributions; both the participant's basic contribution, up to 6% of their compensation, and the Company match are invested solely in the Ralcorp Stock Fund. Participant basic contributions in excess of 6% of their compensation may be invested in any of the other Plan investment funds. For employees not meeting the hiring date criteria, the Company match each year will be 20% of that year's current maximum Company match for each year of service, reaching 100% after five years. Participant contributions and earnings thereon are vested and non-forfeitable from the time made. Company matching contributions and earnings thereon will completely vest at a rate of 25% for each year of credited Company service (including service prior to April 1, 1994 with Ralston) by the participant. Participants may also, subject to the $30,000 and 15% limitations, make supplemental, unmatched contributions of 1% to 10% of their compensation, in 1% increments. Such contributions are made on an after-tax basis and are immediately vested. Employees of several of the Company's production facilities are subject to different matching contribution levels and are not eligible to make supplemental contributions. 8 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Investment of Funds. All contributions will be deposited by the Company in a trust fund held by the trustee or any successor selected by the EBTC. The value of the trust funds will change according to increases or decreases in market value of the assets, gain or loss on sale of assets and income from dividends and interest held therein. Vanguard Fiduciary Trust Company (Vanguard) has been selected to serve as trustee under the Plan with respect to all of the investment funds and assets of the Plan. In addition, Vanguard performs all record keeping functions for the Plan. The trustee will maintain as many separate investment funds within its trust funds, with such different investment objectives, as the EBTC deems advisable. As of December 31, 1996, the following funds have been established for participants: the Ralcorp Stock Fund, the Fixed Income Fund, the Equity Index Fund, the U.S. Government Money Market Fund, the Growth and Income Fund, the Balanced Fund, the Aggressive Growth Fund and the International Growth Fund. Participants may change their investment options for basic unmatched and supplemental contributions monthly. At December 31, 1996 and 1995, there were a total of 2,576 and 2,826 participants, respectively, in the Plan. Plan Withdrawals, Loans and Forfeitures. Upon termination of a participant, retirement, disability, or death, or in the event of termination of the Plan without establishment of a successor plan, the amount in the trust fund credited to each participant which is vested will be distributed to him, his beneficiary or other legal representative. Under the Plan, a participant may elect from several payment alternatives on the timing and nature of distributions. Plan withdrawals may be made prior to termination or retirement for cases of hardship. Such distributions are limited to the amount required to meet the need created by the hardship and are made in accordance with guidelines determined by the Company. The Company may, subject to certain rules and regulations, permit a participant to borrow from the trust funds. Such loans will be permitted for any purpose provided certain Plan conditions and certain other conditions as prescribed by federal law are met. Upon termination, any Company matching contribution and the earnings thereon which are not vested will be forfeited, but will be restored if the participant again becomes an eligible employee within five years after termination. Amounts forfeited will be used to reduce Company matching contributions required under the Plan. Forfeitures net of amounts restored during the year ended December 31, 1996 were approximately $41,800. Plan Amendments and Termination. The Board, and in certain limited circumstances the EBTC and the Chief Executive Officer of the Company, may amend the Plan. The Board may also terminate the Plan or direct that Company matching contributions cease. In such cases, non-forfeitable rights to the Company matching contributions credited to a participant's account shall automatically vest in such participant. Under the Plan, a participant may elect from several alternative rules on the timing and nature of distribution. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the Plan are described below: Basis of Accounting. The accompanying financial statements of the Plan are prepared using the accrual basis of accounting. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. 9 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS Investments. Plan investments in common stock and shares of registered investment companies are carried at fair market value based on closing prices on the last business day of the Plan year. Realized gains and losses are determined using the average cost method. Interest income is recognized as earned and dividend income is recognized on the date of record. Plan investments in various insurance company contracts are carried at contract value, which approximates fair value. Payment of Benefits. Benefits are recorded when paid. NOTE 3: INVESTMENTS
December 31, December 31, 1996 1995 Description of Investment Fair Value Fair Value ------------- ------------- ($ in thousands) Vanguard Wellington Fund $ 9,553 $ 9,041 Vanguard Explorer Fund 4,386 3,694 Vanguard Money Market Reserve Fund - Federal Porfolio 7,167 7,161 Vanguard Index Trust - 500 Portfolio 12,613 10,540 Vanguard Windsor II Fund 9,730 7,958 Vanguard International Growth Portfolio 5,180 4,726 Shares in other registered investment companies 6,591 7,127 -------- -------- Total investment in shares in registered investment companies 55,220 50,247 Ralcorp Holdings, Inc. common stock 37,942 42,011 Insurance contracts 729 1,729 Loans to Plan participants 6,454 7,344 -------- -------- $100,345 $101,331 ======== ========
NOTE 4: RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services are allocated to the participants' accounts based on participant account balances. Other Plan assets are invested in shares of Ralcorp common stock and also qualify as party-in-interest. 10 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 5: INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated September 27, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administration and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Participants' basic contributions, Company matching contributions and earnings of Plan investments are not subject to federal income tax until distributed from the Plan. Supplemental contributions are made from a participant's after-tax compensation. Earnings related to these supplemental contributions are not, however, subject to federal income tax as long as they remain in the Plan. NOTE 6: PLAN TRANSFERS On February 29, 1996, the Company completed the sale of its American Redemption Systems, Inc. (ARS) subsidiary to NuWorld Marketing Limited. As a result, account balances (including non-vested portions) related to ARS employees were transferred from the Plan to an ARS Savings Investment Plan. The amount of such transfers is reflected on the Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended December 31, 1996. NOTE 7: SUBSEQUENT EVENTS Certain modifications have been made to the Company matching contribution program. Effective on April 1, 1997, for each dollar contributed by participants, up to 6% of pre-tax earnings, the Company will now contribute $.50. Also effective on this date, participant contributions may be invested in any of the available investment funds, while the Company match will continue to be invested solely in the Ralcorp Stock Fund. For employees not meeting certain hiring date criteria, the Company match will be graduated based on years of service as follows: one year of service equates to a 15% Company match, two years of service equates to a 30% Company match and three or more years of service entitles the employee to the maximum Company match of 50%. Other provisions regarding such things as maximum allowable contributions, vesting periods, vesting cycles, withdrawals, etc. remain unchanged. The Company has announced the merger of its branded cereal and snack businesses with General Mills, Inc. (GMI) effective January 31, 1997. As a result of that merger, the Plan received approximately one share of GMI stock for every six shares of Company stock held on the effective date of their merger. In addition, subsequent to December 31, 1996, the account balances of certain Plan participants who were employed by the Company's all-season resort subsidiary, Ralston Resorts, were transferred to the Ralston Resorts Savings Investment Plan (Resorts SIP). Prior to this transfer, sponsorship of the Resorts SIP had been transferred to Vail Resorts, Inc., which acquired Ralston Resorts on January 3, 1997. 11 REPORT OF INDEPENDENT ACCOUNTANTS June 20, 1997 To the Participants and the Plan Administrator of the Ralcorp Holdings, Inc. Savings Investment Plan In our opinion, the accompanying statements of net assets available for benefits with fund information and the related statement of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits of the Ralcorp Holdings, Inc. Savings Investment Plan at December 31, 1996 and 1995, and the changes in net assets available for benefits for the plan year ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplemental schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP St. Louis, Missouri 12 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Ralcorp Holdings, Inc. Employee Benefit Trustees Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized. RALCORP HOLDINGS, INC. EMPLOYEE BENEFIT TRUSTEES COMMITTEE By /s/ D.J. SESCLEIFER ---------------------------------------- D. J. Sescleifer, Chairman Ralcorp Holdings, Inc. Employee Benefit Trustees Committee June 27, 1997 13 EXHIBIT INDEX Exhibits - -------- 23 Consent of Independent Accounts EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-20881) of Ralcorp Holdings, Inc. of our report dated June 20, 1997 appearing on page 11 of the Ralcorp Holdings, Inc. Savings Investment Plan's Annual Report on Form 11-K for the Plan year ended December 31, 1996. PRICE WATERHOUSE LLP St. Louis, Missouri June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----