0001140361-13-003536.txt : 20130129 0001140361-13-003536.hdr.sgml : 20130129 20130129165637 ACCESSION NUMBER: 0001140361-13-003536 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130128 FILED AS OF DATE: 20130129 DATE AS OF CHANGE: 20130129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAUM JONATHAN E CENTRAL INDEX KEY: 0001253466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 13556018 ISSUER: 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: 1001 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 4 1 doc1.xml FORM 4 X0306 4 2013-01-28 1 0001029506 RALCORP HOLDINGS INC /MO RAH 0001253466 BAUM JONATHAN E C/O RALCORP HOLDINGS, INC. 800 MARKET STREET, SUITE 2600 ST. LOUIS MO 63101 1 0 0 0 Ralcorp Holdings, Inc. Stock Equivalents 2013-01-28 4 A 0 127 89.96 A $.01 Par Value Common Stock 127 4300 D Ralcorp Holdings, Inc. Stock Equivalents 2013-01-29 4 D 0 4300 D $.01 Par Value Common Stock 4300 0 D Stock Appreciation Rights 52.96 2013-01-29 4 D 0 11844 D 2033-10-20 Common Stock 11844 0 D Stock Appreciation Rights 74.65 2013-01-29 4 D 0 3000 D 2036-02-01 Common Stock 3000 0 D Reporting person's retainers and fees earned as a Director of Issuer are deferred into Ralcorp Holdings, Inc. Stock Equivalents under the Issuer's Deferred Compensation Plan for Non-Management Directors. Reporting person is credited with Stock Equivalents as soon as administratively practicable following the month in which such retainers and fees are earned. The value of these Stock Equivalents is distributed (on a one-for-one basis) in the form of cash upon retirement from the Board of Directors. The Stock Equivalents have no fixed exercisable or expiration dates. Fractional shares credited monthly are reflected in the end of month total. The cash value of the derivative securities will be distributed in accordance with the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Ralcorp"), ConAgra Foods, Inc., and Phoenix Acquisition Sub Inc. ("Merger Sub"), pursuant to which Ralcorp merged with and into Merger Sub on January 29, 2013 (the "Merger"). The distribution will occur after the effective date of the merger. Pursuant to the Merger Agreement, each stock appreciation right to acquire shares of Ralcorp common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive $90.00 cash, without interest. Gregory A. Billhartz, Attorney-in-Fact for Jonathan E. Baum 2013-01-29