8-K

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): September 27, 2007

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 (see General Instruction A.2. below):

[ ] 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))

Only the items indicated below are covered by this report.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2007, the Registrant granted stock appreciation rights (“SARs”) to the Registrant’s named executive officers described in the Registrant's 2006 Proxy Statement.  The SARs awards were made under the Registrant’s previously filed 2007 Incentive Stock Plan.  The terms of the SARs awards are substantially similar to the terms of the SARs awards previously granted on September 29, 2005 by the Registrant and filed as Exhibit 10.48 to the Registrant’s Form 10-K for the year ended September 30, 2005.

One third of each officer's SARs award becomes exercisable on September 27 in the following years:  2010, 2011, and 2012.  The SARs have an exercise price of $56.56.  The number of SARs awarded to each named executive officer is as follows:  K. J. Hunt, Co-Chief Executive Officer and President – 75,000 shares; D. P. Skarie, Co-Chief Executive Officer and President – 75,000 shares; R. G. Scalise, Corporate Vice President and President Ralcorp Frozen Bakery Products, Inc. – 25,000 shares; R. D. Wilkinson, Corporate Vice President and President Bremner Food Group, Inc. & Nutcracker Brands, Inc. – 25,000 shares; R. R. Koulouris, Corporate Vice President and President The Carriage House Companies – 25,000 shares; and T. G. Granneman, Corporate Vice President and Controller – 22,500 shares.

In addition, on September 27, 2007, the Registrant granted SARs to certain of the Registrant’s Non-Employee Directors as follows:  B. G. Armstrong – 2,500 shares; J. W. Goodall – 2,500 shares; D. W. Kemper – 2,500 shares; R. A. Liddy – 2,500 shares; J. R. Micheletto – 2,500 shares; and W. P. Stiritz, Chairman of the Board – 10,000 shares.  The SARs awards were made under the Registrant’s previously filed 2007 Incentive Stock Plan.  The SARs have an exercise price of $56.56 and become exercisable upon termination of the recipient’s term as a Director (except termination for cause).  A form of the SARs agreement is set forth in Exhibit 99.1 attached hereto.  The text of the Exhibit is incorporated by reference herein.

Also, in a press release dated October 1, 2007, a copy of which is attached hereto as Exhibit 99.2 and the text of which is incorporated by reference herein, the Registrant announced the appointment of J. Patrick Mulcahy and David R. Wenzel to its Board of Directors effective October 1, 2007.  Upon their appointment to the Board, Messrs. Mulcahy and Wenzel were each granted 10,000 SARs.  The SARs awards were made under the Registrant’s previously filed 2007 Incentive Stock Plan.  The SARs have an exercise price of $56.62 and become exercisable upon termination of the recipient's term as a Director (except termination for cause).

Item 9.01 Exhibits.

Exhibit 99.1 Form of 2007 Non-Employee Director Stock Appreciation Rights Agreement.

Exhibit 99.2 Press Release dated October 1, 2007.

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:	October 2, 2007	By:     /s/    T. G. Granneman
		T. G. Granneman
		Duly Authorized Signatory and
		Chief Accounting Officer

EXHIBIT INDEX

Exhibit

Number	Description
Exhibit 99.1	Form of 2007 Non-Employee Director Stock Appreciation Rights Agreement.

Exhibit 99.2 Press Release dated October 1, 2007.

EX-99.1

Exhibit 99.1

 

2007 NON-EMPLOYEE DIRECTOR

STOCK APPRECIATION RIGHTS AGREEMENT

Ralcorp Holdings, Inc. (the "Company"), effective September 27, 2007, grants to ____________________ ("SAR Holder") this  Stock Appreciation Right (the “SAR”)  relating to _____ shares of its $.01 par value Common Stock (the "Common Stock") at a price of $56.56 (“Exercise Price”) per share pursuant to the Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the "Plan").  Subject to the provisions of the Plan and the following terms, SAR Holder may exercise this SAR as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised.  Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the fair market value of the underlying Common Stock exceeds the exercise price of the exercised portion of the SAR.  Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise.  All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors in accordance with the Plan.  In lieu of fractional shares, the amount to be paid upon exercise shall be rounded up to the nearest whole number of shares.

NOW THEREFORE, the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

1. Exercise - This SAR shall become exercisable upon the occurrence of any of the events set forth below.  This SAR shall become exercisable in full on the date of such event and shall remain exercisable for the periods set forth below.  Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised.

a. SAR Holder’s death (exercisable for three years).

b. SAR Holder’s voluntary termination or retirement (whether pursuant to any mandatory retirement provision of the Company’s Articles of Incorporation, Bylaws or Board resolution, or otherwise) at or after attainment of age 72 (exercisable for three years).

c. SAR Holder’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years).

d. SAR Holder’s voluntary termination, or termination due to expiration of SAR Holder’s term without re-election to a subsequent term, in connection with or following a Change-in-Control (exercisable for six months).

e. SAR Holder’s voluntary termination, or termination due to expiration of SAR Holder’s term without re-election to a subsequent term, other than under circumstances set forth in paragraphs 1.b., 1.c., or 1.d. (exercisable for 90 days).

2. Forfeiture - Notwithstanding anything to the contrary contained in the Plan, this SAR is subject to forfeiture if SAR Holder is removed from his position as a Director for cause in accordance with the Company’s Articles and Bylaws and the corporation laws of the State of Missouri or if SAR Holder fails to exercise this SAR within the appropriate period set forth in paragraph 1, but shall not be subject to forfeiture for any other reason.  Following forfeiture, no portion of this SAR may be exercised.

3. Change in Control - In the case of a Change in Control (other than a transaction in which the Company is the continuing or surviving corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof), SAR Holder shall have the right (subject to the provisions of the Plan and any limitation applicable to the SAR contained herein) thereafter and during the term of the SAR, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon the Change in Control by a holder of the number of shares of Common Stock which would have been obtained upon exercise of the SAR or portion thereof, as the case may be, immediately prior to the Change in Control.

4. Definitions - For purposes of this Agreement, the following terms have the meanings set forth below:

a. “Acquisition Consideration” - Shall mean the kind and amount of shares of the surviving or new corporation, cash, securities, evidence of indebtedness, other property or any combination thereof receivable in respect of one share of the Common Stock upon consummation of a Change in Control.  In the case of a Change in Control resulting from the event set forth in paragraph 4(b)(i), the value of the Acquisition Consideration shall be equal to the highest price paid by such person for a share of the Company’s Common Stock during the two-year period preceding the date on which such person became the beneficial owner of more than 50% of the Company’s Common Stock.  If such price is paid in the form of non-cash consideration, the value of the Acquisition Consideration shall be equal to the fair market value of such consideration at the time of the purchase of such share.

b. "Change in Control" - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

5.   Adjustments - In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, the number and class of securities and exercise price per share subject to this SAR shall be appropriately adjusted (or a substituted SAR may be made, if applicable), by the Company to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate.

6.   This 2007 Non-Employee Director Stock Appreciation Rights Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof.

7. No amendment or modification of this SAR shall be valid unless the same shall be in writing and signed by the Company and SAR Holder.  The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this 2007 Non-Employee Director Stock Appreciation Rights Agreement.

  ACKNOWLEDGED RALCORP HOLDINGS, INC.

AND ACCEPTED:

____________________________ BY: /s/C. G. Huber, Jr.

__________________, SAR Holder C. G. Huber, Jr.

Secretary

____________________________

Date

EX-99.2

Exhibit 99.2

      PRESS RELEASE

For Release:	Immediate
Contact:	Scott Monette
	314/877-7113

RALCORP HOLDINGS, INC. APPOINTS NEW DIRECTORS

St. Louis, MO, October 1, 2007. . . . . Ralcorp Holdings, Inc. (NYSE: RAH) announced today that its Board of Directors appointed J. Patrick Mulcahy and David R. Wenzel as members of the Board of Directors effective today.  Mr. Mulcahy is Chairman of the Board of Energizer Holdings, Inc. and former Chief Executive Officer of Energizer Holdings, Inc.  Mr. Wenzel is Chief Operating Officer of EFR Group.  Messrs. Mulcahy and Wenzel will serve until the 2008 Annual Meeting of Shareholders, when they will stand for election by the Company’s shareholders.

Ralcorp produces a variety of store brand foods that are sold under the individual labels of various grocery, mass merchandise and drug store retailers, and frozen bakery products that are sold to restaurants and other foodservice customers. Ralcorp's diversified product mix includes: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre-baked products such as breads and muffins; and frozen dough for cookies, Danishes, bagels and doughnuts. In addition, Ralcorp holds an interest of approximately 19 percent in Vail Resorts, Inc., the leading mountain resort operator in the United States.