-----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, HuunETO4MDMHdzKOi83aq/Tv7iObU323FlaVU8xChhb8VLc7P96bkGJP1+eAPNQ8 SDaw2Q7dxMm++bVTdmn+uw== 0001029506-06-000019.txt : 20060406 0001029506-06-000019.hdr.sgml : 20060406 20060406100845 ACCESSION NUMBER: 0001029506-06-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 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: 06743935 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 mca.htm MANAGEMENT AGREEMENTS management agreements
 

 
   
   
 
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):
    March 31, 2006
 
 
RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Missouri
1-12619
43-1766315
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

800 Market Street, Suite 2900 Saint Louis, MO
63101
(Address of principal executive offices)
(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:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

 

 
 
 
 
 

 


Item 1.01
Entry into a Material Definitive Agreement.

Amendment to Management Continuity Agreements

On March 31, 2006 the Company and each Corporate Officer agreed to enter into an Amended and Restated Management Continuity Agreement (the “Agreement”).  The Agreement provides severance compensation (up to three times salary and bonus) to each Corporate Officer ("Officer") in the event of a termination of employment following a change-in-control of the Company.  The material changes in the Agreement are described below.

Under the terms of the Agreement, each Officer agreed that following a change-in-control, the Officer would not solicit for employment any member of senior management for two years, engage in competitive business with the Company for one year, or disparage the Company or its officers or directors.  In exchange for agreeing to the foregoing changes, the Agreement now provides that an Officer may elect, within six months of a change-in-control, to receive a two-year payout of salary and bonus.  The bonus portion is now calculated at the higher of the last annual bonus or the bonus to which the Officer would be entitled in the then current fiscal year assuming performance goals are achieved fully.  In addition, each Officer is entitled to up to $20,000 of outplacement services.  Finally, the Agreement clarifies that a termination of employment in anticipation of a change-in-control would trigger payments owed for an involuntary termination.  In exchange for receipt of sums due under the Agreement, the Officers agreed to release the Company from all employment related claims.

Forms of the Agreement will be filed with the Company’s Form 10-Q for the period ending March 31, 2006.



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: April 6, 2006
By: /s/ T. G. Granneman    
 
             T. G. Granneman
 
             Duly Authorized Signatory and
 
             Chief Accounting Officer

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