-----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, P2QlntRuyBxm5EIuxOH7zRn1pa+1fedObWTLGJtmYUfzGixAdZO1im+kmpJDPOIl 8THDa1hnTXl7G2tjixibqQ== 0001029506-02-000041.txt : 20021121 0001029506-02-000041.hdr.sgml : 20021121 20021121110255 ACCESSION NUMBER: 0001029506-02-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021120 ITEM INFORMATION: Other events FILED AS OF DATE: 20021121 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 02835633 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 8-K 1 doc1.txt 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): November 20, 2002 Ralcorp Holdings, Inc. (Exact name of registrant as specified in its charter) Missouri 1-12619 43-1766315 (State or other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 800 Market Street, Suite 2900 St. Louis, MO 63101 (Address of principal (Zip Code) executive offices) (314) 877-7000 (Registrant's telephone number, including area code) Item 5. Other Events. In a press release dated November 20, 2002, a copy of which is attached hereto as Exhibit 99.1 and the text of which is incorporated by reference herein, the registrant announced that (i) employees of the Carriage House Companies, Inc. at the Fredonia and Dunkirk, New York facilities have gone on strike and (ii) Carriage House's earnings for the first quarter of fiscal year 2003 are expected to be significantly below those reported for the same period last fiscal year. Exhibit 99.1 Press Release dated November 11, 2002 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: November 21, 2002 By: /s/ T. G. Granneman -------------------- T. G. Granneman Duly Authorized Signatory and Controller EXHIBIT INDEX Exhibit Number Description - ------ ----------- Exhibit 99.1 Press Release dated November 20, 2002 EX-99.1 3 doc2.txt PRESS RELEASE 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 cereal, crackers and cookies and snack nut and candy segments. ### -----END PRIVACY-ENHANCED MESSAGE-----