0001140361-13-003541.txt : 20130129 0001140361-13-003541.hdr.sgml : 20130129 20130129170157 ACCESSION NUMBER: 0001140361-13-003541 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: Meister Keith A. CENTRAL INDEX KEY: 0001307631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 13556070 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL LP STREET 2: 767 FIFTH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: Meister Keith DATE OF NAME CHANGE: 20041102 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 0001307631 Meister Keith A. 800 MARKET STREET, SUITE 2900 ST. LOUIS MO 63101 1 0 0 0 Common Stock 2013-01-29 4 D 0 525000 90.00 D 0 I See footnote Ralcorp Holdings, Inc. Stock Equivalents 2013-01-28 4 A 0 127 89.96 A $.01 Par Value Common Stock 127 639 D Ralcorp Holdings, Inc. Stock Equivalents 2013-01-29 4 D 0 639 A $.01 Par Value Common Stock 639 0 D Stock Appreciation Right 73.32 2013-01-29 4 D 0 10000 D 2050-10-03 Common Stock 10000 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among the Issuer, ConAgra Foods, Inc., and Phoenix Acquisition Sub Inc. ("Merger Sub"), pursuant to which the Issuer merged with and into Merger Sub on January 29, 2013 (the "Merger"). These securities are held for the account of certain private investment funds for which Corvex Management LP, a Delaware limited partnership ("Corvex"), acts as investment adviser, including Corvex Master Fund, LP, a Cayman Islands limited partnership, the general partner of which is controlled by the Reporting Person. The general partner of Corvex is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest in the securities. 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 Merger Agreement. The distribution will occur after the effective date of the merger. Pursuant to the Merger Agreement, each stock appreciation right to acquire shares of the Issuer's 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 Keith A. Meister 2013-01-29