-----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, NlRwwCpl1RF4rs8Xzwaum/Knn/XdUZy6QlvBfy3RNeN41Ly8IAz2HAy3oUnilo4g VUZiXC/0RKVHtxJhZ4IDTg== 0001029506-98-000010.txt : 19980629 0001029506-98-000010.hdr.sgml : 19980629 ACCESSION NUMBER: 0001029506-98-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 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: SEC FILE NUMBER: 001-12619 FILM NUMBER: 98655004 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 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, 1997 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 NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (in thousands)
December 31, 1997 --------------------- Participant Directed --------------------- 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 $ - $ 4,938 $17,981 $ 8,026 $15,171 $ 12,162 Common stock Ralcorp Stock 28,029 General Mills Stock Insurance company contracts 312 Notes receivable from participants Total investments 28,029 5,250 17,981 8,026 15,171 12,162 ------------ ------- ------- ----------- ------- --------- Contributions receivable Interest and dividends receivable Total Assets 28,029 5,250 17,981 8,026 15,171 12,162 ------------ ------- ------- ----------- ------- --------- Liabilities Fees payable 4 ------------ Total Liabilities 4 - - - - - ------------ ------- ------- ----------- ------- --------- Net Assets Available for Benefits $ 28,025 $ 5,250 $17,981 $ 8,026 $15,171 $ 12,162 ============ ======= ======= =========== ======= ========= See accompanying notes to financial statements. Inter- Parti- Aggressive national Bond General cipant Growth Growth Index Mills Loan Fund Fund Fund Fund Fund Total ----------- --------- ------ -------- ------- -------- Assets Investments: Shares in registered investment companies $ 4,669 $ 4,496 $ 554 $ 67,997 Common stock Ralcorp Stock 28,029 General Mills Stock $ 6,547 6,547 Insurance company contracts 312 Notes receivable from participants $ 5,371 5,371 ------- -------- Total investments 4,669 4,496 554 6,547 5,371 108,256 ----------- --------- ------ -------- ------- -------- Contributions receivable - Interest and dividends receivable - -------- Total Assets 4,669 4,496 554 6,547 5,371 108,256 ----------- --------- ------ -------- ------- -------- Liabilities Fees payable 4 -------- Total Liabilities - - - - - 4 ----------- --------- ------ -------- ------- -------- Net Assets Available for Benefits $ 4,669 $ 4,496 $ 554 $ 6,547 $ 5,371 $108,252 =========== ========= ====== ======== ======= ======== See accompanying notes to financial statements.
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RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (in thousands) December 31, 1996 --------------------- Participant Directed --------------------- U.S. Growth Ralcorp Fixed Equity Government and Aggressive Stock Income Index Money Income Balanced Growth Fund Fund Fund Market Fund Fund Fund ----------- ------- ------- ----------- ------- --------- ----------- Assets Investments: Shares in registered investment companies $ 473 $ 6,118 $12,613 $ 7,167 $ 9,730 $ 9,553 $ 4,386 Common stock Ralcorp 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 4,386 ----------- ------- ------- ----------- ------- --------- ----------- Contributions receivable 1 1 1 2 1 Interest and dividends receivable 1 ----------- Total Assets 38,416 6,847 12,614 7,168 9,731 9,555 4,387 ----------- ------- ------- ----------- ------- --------- ----------- Liabilities Fees payable 5 ----------- Total Liabilities 5 - - - - - - ----------- ------- ------- ----------- ------- --------- ----------- Net Assets Available for Benefits $ 38,411 $ 6,847 $12,614 $ 7,168 $ 9,731 $ 9,555 $ 4,387 =========== ======= ======= =========== ======= ========= =========== Inter- Parti- national cipant Growth Loan Fund Fund Total --------- ------- -------- Assets Investments: Shares in registered investment companies $ 5,180 $ 55,220 Common stock Ralcorp Stock 37,942 Insurance company contracts 729 Notes receivable from participants $ 6,454 6,454 ------- -------- Total investments 5,180 6,454 100,345 --------- ------- -------- Contributions receivable 1 7 Interest and dividends receivable 1 -------- Total Assets 5,181 6,454 100,353 --------- ------- -------- Liabilities Fees payable 5 -------- Total Liabilities - - 5 --------- ------- -------- Net Assets Available for Benefits $ 5,181 $ 6,454 $100,348 ========= ======= ======== See accompanying notes to financial statements.
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RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (in thousands) Year Ended December 31, 1997 ------------------------------ Participant Directed ------------------------------ U.S. Growth Ralcorp Fixed Equity Government and Stock Income Index Money Income Fund Fund Fund Market Fund -------------------- -------- -------- ------------ -------- Additions To Net Assets: Contributions: Participants $ 1,723 $ 135 $ 523 $ 744 $ 621 Employer 2,015 -------------------- 3,738 135 523 744 621 -------------------- -------- -------- ------------ -------- Investment income: Dividends and interest 99 331 372 376 1,351 Net appreciation (depreciation) in fair value of investments 8,694 (5) 3,928 1,990 Other additions 9 9 17 (16) 15 -------------------- -------- -------- ------------ -------- 8,802 335 4,317 360 3,356 -------------------- -------- -------- ------------ -------- Total Additions 12,540 470 4,840 1,104 3,977 -------------------- -------- -------- ------------ -------- Deductions From Net Assets: Distribution to participants (2,715) (1,122) (1,785) (1,930) (1,419) Administrative expenses (24) (1) (4) (4) (4) -------------------- -------- -------- ------------ -------- (2,739) (1,123) (1,789) (1,934) (1,423) -------------------- -------- -------- ------------ -------- Net Increase (Decrease) Prior to Transfers 9,801 (653) 3,051 (830) 2,554 Transfer to Ralston Resorts Savings Investment Plan (844) (477) (1,247) (432) (1,452) Interfund transfers (19,343) (467) 3,563 2,120 4,338 -------------------- -------- -------- ------------ -------- Net increase (decrease) (10,386) (1,597) 5,367 858 5,440 -------------------- -------- -------- ------------ -------- Net assets, beginning of period 38,411 6,847 12,614 7,168 9,731 -------------------- -------- -------- ------------ -------- Net assets, end of period $ 28,025 $ 5,250 $17,981 $ 8,026 $15,171 ==================== ======== ======== ============ ======== Inter- Parti- Aggressive national Bond General cipant Balanced Growth Growth Index Mills Loan Fund Fund Fund Fund Fund Fund Total ---------- ------------ ---------- ------- --------- -------- --------- Additions To Net Assets: Contributions: Participants $ 464 $ 295 $ 250 $ 45 $ 4,800 Employer 2,015 --------- 464 295 250 45 - - 6,815 ---------- ------------ ---------- ------- --------- -------- --------- Investment income: Dividends and interest 1,014 458 202 16 $ 311 $ 431 4,961 Net appreciation (depreciation) in fair value of investments 1,111 38 (35) 14 2,298 18,033 Other additions 12 22 16 84 ---------- ------------ ---------- --------- 2,137 518 183 30 2,609 431 23,078 ---------- ------------ ---------- ------- --------- -------- --------- Total Additions 2,601 813 433 75 2,609 431 29,893 ---------- ------------ ---------- ------- --------- -------- --------- Deductions From Net Assets: Distribution to participants (1,401) (536) (697) (3) (1,569) (1,295) (14,472) Administrative expenses (3) (1) (1) (6) (48) ---------- ------------ ---------- --------- --------- (1,404) (537) (698) (3) (1,575) (1,295) (14,520) ---------- ------------ ---------- ------- --------- -------- --------- Net Increase (Decrease) Prior to Transfers 1,197 276 (265) 72 1,034 (864) 15,373 Transfer to Ralston Resorts Savings Investment Plan (837) (501) (776) (903) (7,469) Interfund transfers 2,247 507 356 482 6,416 (219) - ---------- ------------ ---------- ------- --------- -------- --------- Net increase (decrease) 2,607 282 (685) 554 6,547 (1,083) 7,904 ---------- ------------ ---------- ------- --------- -------- --------- Net assets, beginning of period 9,555 4,387 5,181 - - 6,454 100,348 ---------- ------------ ---------- ------- --------- -------- --------- Net assets, end of period $ 12,162 $ 4,669 $ 4,496 $ 554 $ 6,547 $ 5,371 $108,252 ========== ============ ========== ======= ========= ======== ========= See accompanying notes to financial statements.
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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 ------------------------------------------------------------ Participant Directed ------------------------------------------------------------ U.S. Growth Ralcorp Fixed Equity Government and Stock Income Index Money Income Fund Fund Fund Market Fund --------------- -------- -------- ------------ -------- Additions To Net Assets: Contributions: Participants $ 5,582 $ 142 $ 290 $ 127 $ 340 Employer 4,866 --------------- 10,448 142 290 127 340 --------------- -------- -------- ------------ -------- Investment income: Dividends and interest 438 279 357 695 Net appreciation (depreciation) in fair value of investments (5,803) (23) 2,136 1,267 --------------- -------- -------- -------- (5,803) 415 2,415 357 1,962 --------------- -------- -------- ------------ -------- Total Additions 4,645 557 2,705 484 2,302 --------------- -------- -------- ------------ -------- Deductions From Net Assets: Distribution to Participants (4,890) (1,382) (1,628) (1,605) (1,132) Administrative expenses (27) (2) (4) (4) (3) --------------- -------- -------- ------------ -------- (4,917) (1,384) (1,632) (1,609) (1,135) --------------- -------- -------- ------------ -------- Net Increase (Decrease) Prior to Transfers (272) (827) 1,073 (1,125) 1,167 Transfer to American Redemption Systems Savings Investment Plan (229) (120) (263) (162) (99) Interfund transfers (4,173) 26 1,263 1,293 705 --------------- -------- -------- ------------ -------- Net increase (decrease) (4,674) (921) 2,073 6 1,773 --------------- -------- -------- ------------ -------- Net assets, beginning of period 43,085 7,768 10,541 7,162 7,958 --------------- -------- -------- ------------ -------- Net assets, end of period $ 38,411 $ 6,847 $12,614 $ 7,168 $ 9,731 =============== ======== ======== ============ ======== Inter- Parti- Aggressive national cipant Balanced Growth Growth Loan Fund Fund Fund Fund Total ---------- ------------ ---------- -------- --------- Additions To Net Assets: Contributions: Participants $ 318 $ 269 $ 265 $ 7,333 Employer 4,866 --------- 318 269 265 - 12,199 ---------- ------------ ---------- -------- --------- Investment income: Dividends and interest 762 244 223 $ 535 3,533 Net appreciation (depreciation) in fair value of investments 649 274 462 (1,038) ---------- ------------ ---------- --------- 1,411 518 685 535 2,495 ---------- ------------ ---------- -------- --------- Total Additions 1,729 787 950 535 14,694 ---------- ------------ ---------- -------- --------- Deductions From Net Assets: Distribution to Participants (1,275) (560) (660) (1,285) (14,417) Administrative expenses (4) (2) (2) (48) ---------- ------------ ---------- --------- (1,279) (562) (662) (1,285) (14,465) ---------- ------------ ---------- -------- --------- Net Increase (Decrease) Prior to Transfers 450 225 288 (750) 229 Transfer to American Redemption Systems Savings Investment Plan (66) (39) (87) (136) (1,201) Interfund transfers 129 507 254 (4) - ---------- ------------ ---------- -------- --------- Net increase (decrease) 513 693 455 (890) (972) ---------- ------------ ---------- -------- --------- Net assets, beginning of period 9,042 3,694 4,726 7,344 101,320 ---------- ------------ ---------- -------- --------- Net assets, end of period $ 9,555 $ 4,387 $ 5,181 $ 6,454 $100,348 ========== ============ ========== ======== ========= See accompanying notes to financial statements.
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SCHEDULE I RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997 Identity of issue, ---------------------- borrower, lessor or Fair similar party Description of Investment Cost Value - ----------------------- ---------------------------------------------- -------- -------- ($in thousands) * Ralcorp Common Stock $ 20,293 $ 28,029 -------- -------- * Vanguard Wellington Fund 9,916 12,162 * Vanguard Explorer Fund 4,309 4,669 * Vanguard Money Market Reserve Fund - Federal Portfolio 8,026 8,026 * Vanguard Bond Index Fund 544 554 * Vanguard Index Trust - 500 Portfolio 11,740 17,981 * Vanguard Windsor II Fund 12,049 15,171 * Vanguard International Growth Portfolio 4,213 4,496 * Vanguard Retirement Savings Trust 4,714 4,724 * Vanguard Short Term Corporate Bond Fund 214 214 General Mills Common Stock 5,573 6,547 -------- -------- Total Investment in Shares in Registered Investment Company 61,298 74,544 -------- -------- American International Insurance Contracts 312 312 Life Assurance Total Insurance Company Contracts 312 312 -------- -------- * Participant Loan Fund Participant loans interest rate 6.5% - 11.5% 5,371 5,371 -------- -------- $ 87,274 $108,256 ======== ======== * Party in interest
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SCHEDULE II ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS* RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN 01/01/97 THROUGH 12/31/97 CURRENT VALUE OF IDENTITY OF PARTY INVOLVED/ PURCHASE SELLING ASSET ON DESCRIPTION OF ASSET PRICE PRICE COST OF ASSET TRANSACTION DATE GAIN OR (LOSS) RALCORP COMMON STOCK FUND $10,752,031.02 $ 10,752,031.02 $12,979,706.20 $11,824,509.16 12,979,706.20 $ 1,155,197.04 FIXED INCOME FUND 2,244,137.67 2,244,137.67 3,845,278.35 3,830,651.02 3,845,278.35 14,627.33 VANGUARD WELLINGTON FUND 4,750,280.23 4,750,280.23 3,263,411.99 2,668,802.47 3,263,411.99 594,609.52 VANGUARD EXPLORER FUND 2,659,685.10 2,659,685.10 2,435,967.90 2,299,647.70 2,435,967.90 136,320.20 VMMR FEDERAL PORTFOLIO 7,820,685.07 7,820,685.07 6,945,837.96 6,945,837.96 6,945,837.96 - VANGUARD INDEX 500 PORTFOLIO 7,157,782.22 7,157,782.22 5,735,385.29 4,217,227.59 5,735,385.29 1,518,157.70 VANGUARD WINDSOR II 7,815,000.23 7,815,000.23 4,378,656.91 3,547,618.96 4,378,656.91 831,037.95 VANGUARD INTERNATIONAL GROWTH PORTFOLIO 2,137,692.02 2,137,692.02 2,803,706.72 2,467,397.83 2,803,706.72 336,308.89 GENERAL MILLS STOCK FUND 318,652.20 318,652.20 12,927,603.98 11,600,315.30 12,927,603.98 1,327,288.68 -------------- -------------- ----------------- --------------- * Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of the beginning of the plan year as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure of ERISA.
10 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1: PRESENTATION OF FINANCIAL STATEMENTS The Statement of Net Assets Available for Benefits with Fund Information reflects actual balances as of December 31, 1997 and 1996, and the Statement of Changes in Net Assets Available for Benefits with Fund Information reflects the activity occurring during the years ended December 31, 1997 and 1996. NOTE 2: DESCRIPTION OF PLAN The following description of the Ralcorp Holdings, Inc. (Ralcorp or 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). 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. At December 31, 1997 and 1996, there were a total of 2,052 and 2,576 participants, respectively, 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. Effective on April 1, 1997, for each dollar contributed by participants, up to 6% of pre-tax earnings, the Company will contribute $.50. Also effective on this date, participant contributions may be invested 11 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS in any of the available investment funds, while the Company match will be invested solely in the Ralcorp Stock Fund. 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%. Participant basic contributions in excess of 6% of their compensation may be invested in any of the other Plan investment funds. Participant contributions and earnings thereon are vested and non-forfeitable from the time made. Company matching contributions and earnings thereon will vest at a rate of 25% for each year of credited Company service (including service prior to April 1, 1994 with Ralston Purina Company) 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. Investment of Funds. All contributions will be deposited by the Company in a Trust Fund held by Vanguard Fiduciary Trust Company (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. 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, 1997, 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, the International Growth Fund, the General Mills Fund and the Bond Index Fund. 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 years ended December 31, 1997 and 1996 were approximately $26,269 and $41,800, respectively, and are included in employer contributions on the statements of changes in net assets available for benefits with fund information for the years ended December 31, 1997 and 1996. 12 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 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 3: 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 principles 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 additions to and deductions from net assets, during the reporting period. Actual results could differ from these estimates. 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. Participant loans are valued at cost which approximates fair value. Net appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represents the difference between proceeds and costs. Payment of Benefits. Benefits are recorded when paid. NOTE 4: INVESTMENTS Except for its investment contract with an insurance company, the Plan's investments are held in a trust fund. The following table presents investments. Investments that represent 5 percent or more of the Plan's net assets are separately identified.
December 31, 1997 1996 ---------- -------- INVESTMENTS AT FAIR VALUE AS DETERMINED BY ($in thousands) QUOTED MARKET PRICE Common stocks: Ralcorp Holdings, Inc. $ 28,029 $ 38,415 General Mills, Inc. 6,547 - Mutual funds: Vanguard Index Trust - 500 Portfolio 17,981 12,613 Vanguard Money Market Reserves - Federal Portfolio 8,026 7,167 Vanguard Wellington Fund 12,162 9,553 Vanguard Windsor II 15,171 9,730 Other 14,657 15,684 ---------- -------- 102,573 93,162 ---------- -------- INVESTMENTS AT ESTIMATED FAIR VALUE Participant Loans 5,371 6,454 ---------- -------- INVESTMENTS AT CONTRACT VALUE Investment contract with American International Life Asssurance 312 729 ---------- -------- Total Investments $ 108,256 $100,345 ========== ========
13 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS During 1997 the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $18,032,494 as follows:
NET CHANGE IN FAIR VALUE Year Ended December 31, 1997 ------------------- INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED ($in thousands) MARKET PRICE Common stock $ 10,992 Mutual funds 7,041 ------------------- Net change in fair value $ 18,033 ===================
NOTE 5: RELATED PARTY TRANSACTIONS Certain Plan investments are shares of Ralcorp common stock. Ralcorp is the Plan sponsor and, therefore, these transactions qualify as party-in-interest. At December 31, 1997 these shares had a total cost of $20,292,662 and market value of $28,028,544. During the year, the Plan purchased $10,752,031 and sold $12,979,706 of such assets. 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. At December 31, 1997 these shares had a total cost of $55,725,180 and market value of $67,996,768. During the year, the Plan purchased $32,341,125 and sold $25,562,967 of such assets. Fees paid by the Plan for the investment management services amounted to $48,000 for the year ended December 31, 1997. NOTE 6: INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service that the Plan does in fact constitute a qualified plan and that the trust is exempt from income tax under the Internal Revenue Code of 1986, as amended. 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 7: PLAN TRANSFERS On January 31, 1997 the Company sold its Branded Cereal and Snack Business (Branded Business) to General Mills, Inc. (General Mills). This transaction resulted in a distribution of General Mills stock to Ralcorp shareholders of record on January 31, 1997. The Plan received its distribution of General Mills stock, which is reported in the financial statements as an interfund transfer, and created the General Mills Stock Fund to hold the stock. Participants were allocated their respective shares of General Mills stock based on their Ralcorp Stock Fund balance. No contributions or transfers to the fund are permitted by the Plan. 14 RALCORP HOLDINGS, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS The assets of former Ralcorp employees which were hired by General Mills, as a result of the sale of the Branded Business, are maintained by the Plan. These participants are permitted to transfer assets among Plan funds, but are not permitted to make contributions or receive new loans. 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 had acquired Ralston Resorts on January 3, 1997. 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, 1997. 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 8: SUBSEQUENT EVENT On January 30, 1998 assets in the General Mills Stock Fund were liquidated. The proceeds resulting from the sale of these assets were transferred to the U.S. Government Money Market fund. 15 REPORT OF INDEPENDENT ACCOUNTANTS June 24, 1998 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 and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Ralcorp Holdings, Inc. Savings Investment Plan at December 31, 1997 and 1996, and the changes in net assets available for benefits for the plan years then ended, 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 statements 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 audits 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 16 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 26, 1998 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT INDEX Exhibits - -------- 23 Consent of Independent Accounts 2 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 24, 1998 appearing on page 15 of the Ralcorp Holdings, Inc. Savings Investment Plan's Annual Report on Form 11-K for the Plan year ended December 31, 1997. PRICE WATERHOUSE LLP St. Louis, Missouri June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----