-----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, LoovVr9A3nxlNr3eLe6bPObkl/7dJb0/y0RnNJ+UAKKdySRlAxLmm1Am1AsZCx3f RXPz7whfLNJPBeavmDt5Yw== 0000950138-08-000513.txt : 20080729 0000950138-08-000513.hdr.sgml : 20080729 20080729150118 ACCESSION NUMBER: 0000950138-08-000513 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 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: 0907 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 08975539 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: 0907 FILING VALUES: FORM TYPE: 425 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 425 1 form8k.htm

 


 

UNITED STATES

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): July 28, 2008

 

RALCORP HOLDINGS, INC.

(Exact Name of Registrant as specified in Charter)

 

 

Missouri
(State or other jurisdiction
of incorporation)

1-12619
(Commission File Number)

43-1766315
(I.R.S. Employer
Identification No.)

 

 

800 Market Street, Suite 2900, St. Louis, MO
(Address of Principal Executive Offices)

63101
(Zip Code)

 

Registrant’s telephone number, including area code: (314) 877-7000

 

____________________________________________

(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):

 

x

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 8.01

Other Events

 

On July 28, 2008, Ralcorp Holdings, Inc. announced results for the quarter ended June 30, 2008.

 

For the third quarter of fiscal 2008, reported diluted earnings per share were $1.73 including the impact of a non-cash gain on forward sale contracts related to Ralcorp’s investment in Vail Resorts, Inc. In last year’s third quarter, reported diluted earnings per share were $.43 including the impact of a non-cash loss on those contracts. Other reported results for the quarter include:

 

Net sales for the quarter increased 13% as a result of both higher pricing in response to rising input costs and volume gains in most of the Company’s operating segments.

Earnings before income taxes and equity earnings were $53.5 million (compared to $1.9 million last year) after a $21.7 million ($.53 per share) non-cash gain on Ralcorp’s Vail forward sale contracts. Last year’s amount included a $29.8 million ($.70 per share) non-cash loss on those contracts.

Equity in earnings of Vail Resorts, Inc. (after tax) was $11.2 million ($.42 per share) compared to $10.1 million ($.37 per share) a year ago.

Net earnings were $45.8 million, which is $34.2 million higher than a year ago (including the non-cash after-tax effects of gains or losses on the Vail forward sale contracts).

 

Segment results and other key components of earnings before income taxes and equity earnings are summarized in the following tables (in millions):

 

 

 

Three Months Ended
June 30,

 

Nine Months Ended
June 30,

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Ralston Foods

 

$

211.9

 

$

182.0

 

$

602.5

 

$

422.5

 

Bremner

 

 

85.8

 

 

81.0

 

 

253.6

 

 

242.2

 

Cereals, Crackers & Cookies

 

 

297.7

 

 

263.0

 

 

856.1

 

 

664.7

 

Frozen Bakery Products

 

 

174.1

 

 

149.6

 

 

533.1

 

 

457.4

 

Dressings, Syrups, Jellies & Sauces

 

 

124.1

 

 

109.2

 

 

353.6

 

 

314.6

 

Snack Nuts & Candy

 

 

62.7

 

 

61.7

 

 

208.1

 

 

188.5

 

Total

 

$

658.6

 

$

583.5

 

$

1,950.9

 

$

1,625.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit Contribution

 

 

 

 

 

 

 

 

 

 

 

 

 

Cereals, Crackers & Cookies

 

$

30.3

 

$

26.9

 

$

82.1

 

$

63.3

 

Frozen Bakery Products

 

 

15.1

 

 

14.3

 

 

47.9

 

 

52.0

 

Dressings, Syrups, Jellies & Sauces

 

 

4.2

 

 

4.1

 

 

9.1

 

 

11.8

 

Snack Nuts & Candy

 

 

1.8

 

 

4.4

 

 

10.5

 

 

16.6

 

Total segment profit contribution

 

 

51.4

 

 

49.7

 

 

149.6

 

 

143.7

 

Interest expense, net

 

 

(11.1

)

 

(11.4

)

 

(33.6

)

 

(30.2

)

Gain (loss) on forward sale contracts

 

 

21.7

 

 

(29.8

)

 

84.0

 

 

(82.3

)

Restructuring charges

 

 

(.3

)

 

 

 

(1.7

)

 

 

Stock-based compensation expense

 

 

(2.3

)

 

(1.9

)

 

(8.3

)

 

(5.3

)

Transition costs related to pending merger

 

 

(1.6

)

 

 

 

(1.6

)

 

 

Other unallocated corporate expenses

 

 

(4.3

)

 

(4.7

)

 

(16.0

)

 

(16.8

)

Earnings before Income Taxes
and Equity Earnings

 

$

53.5

 

$

1.9

 

$

172.4

 

$

9.1

 

 

Third quarter net sales grew $75.1 million due to both higher selling prices in all segments and volume gains at Ralston Foods, Frozen Bakery Products, and Dressings, Syrups, Jellies & Sauces, partially offset by lower volumes at Bremner and Snack Nuts & Candy. Price increases, implemented in response to the significantly higher costs of raw materials (ingredients and packaging materials) and freight, drove approximately $52.8 million of the net sales growth. The Company’s overall ingredient and packaging costs were unfavorable by a total of about $44.9 million for the quarter, and increased transportation rates added approximately $3.1 million compared to the prior year.

 

 

 


 

Earnings were reduced by the effects of certain transition costs related to the planned merger of the Post cereals business into Ralcorp, including consulting fees and other incremental expenses. In the third quarter, those transition costs totaled $1.6 million, which is approximately $1.0 million after taxes and $.04 per share.

 

For additional information regarding the Company’s results, refer to the comparative statements of earnings below.

 

RALCORP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(Dollars in millions except per share data, shares in thousands)

 

 

 

Three Months Ended
June 30,

 

Nine Months Ended
June 30,

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

 

Net Sales

 

$

658.6

 

$

583.5

 

$

1,950.9

 

$

1,625.2

 

Cost of products sold

 

 

(543.7

)

 

(475.7

)

 

(1,620.0

)

 

(1,313.1

)

Gross Profit

 

 

114.9

 

 

107.8

 

 

330.9

 

 

312.1

 

Selling, general and administrative expenses

 

 

(71.7

)

 

(64.7

)

 

(207.2

)

 

(190.5

)

Interest expense, net

 

 

(11.1

)

 

(11.4

)

 

(33.6

)

 

(30.2

)

Gain (loss) on forward sale contracts

 

 

21.7

 

 

(29.8

)

 

84.0

 

 

(82.3

)

Restructuring charges

 

 

(.3

)

 

 

 

(1.7

)

 

 

Earnings before Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

and Equity Earnings

 

 

53.5

 

 

1.9

 

 

172.4

 

 

9.1

 

Income taxes

 

 

(18.9

)

 

(.4

)

 

(60.8

)

 

(2.2

)

Earnings before Equity Earnings

 

 

34.6

 

 

1.5

 

 

111.6

 

 

6.9

 

Equity in earnings of Vail Resorts, Inc.,

 

 

 

 

 

 

 

 

 

 

 

 

 

net of related deferred income taxes

 

 

11.2

 

 

10.1

 

 

15.1

 

 

12.8

 

Net Earnings

 

$

45.8

 

$

11.6

 

$

126.7

 

$

19.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.79

 

$

.44

 

$

4.95

 

$

.74

 

Diluted

 

$

1.73

 

$

.43

 

$

4.81

 

$

.72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

for Basic Earnings per Share

 

 

25,498

 

 

26,304

 

 

25,478

 

 

26,617

 

Dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

561

 

 

587

 

 

560

 

 

562

 

Stock appreciation rights

 

 

104

 

 

105

 

 

81

 

 

66

 

Restricted stock awards

 

 

104

 

 

71

 

 

93

 

 

65

 

Weighted Average Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

for Diluted Earnings per Share

 

 

26,267

 

 

27,067

 

 

26,212

 

 

27,310

 

 

 

NON-SOLICITATION

 

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 


ADDITIONAL INFORMATION

 

In connection with the proposed acquisition by Ralcorp of the Post cereals business from Kraft, Cable Holdco, Inc. has filed a registration statement (including a prospectus) on Form S-4 and Form S-1 with the SEC (Reg. No. 333-150212). Ralcorp has filed a registration statement on Form S-4 with the SEC that also includes the prospectus (Reg. No. 333-150222). The prospectus was sent to shareholders of Kraft on June 30, 2008. The prospectus and the other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. These documents can also be obtained free of charge from Kraft upon written request to Kraft Foods Inc., Three Lakes Drive, Northfield, Illinois 60093, or by calling (847) 646-5494, or from Ralcorp, upon written request to Ralcorp Holdings, Inc., 800 Market Street, Suite 2900, Saint Louis, Missouri 63101, or by calling (314) 877-7113.

 

 


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 thereunto duly authorized.

 

 

Ralcorp Holdings, Inc.

 

(Registrant)

 

 

Date: July 29, 2008

By:

/s/ T.G. Granneman

 

 

T.G. Granneman

 

 

Duly Authorized Signatory and
Chief Accounting Officer

 

 

 

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