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, 2000
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
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
------------
2000 1999
------------- ------------
ASSETS
Investments $ 115,276,019 $111,467,447
Due from Sugar Kake plan - 3,038,607
------------- ------------
115,276,019 114,506,054
------------- ------------
LIABILITIES
Fees payable 2,968 3,401
------------- ------------
2,968 3,401
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 115,273,051 $114,502,653
============= ============
<FN>
See the accompanying Notes to Financial Statements.
1
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,
-----------------------
2000 1999
------------- -------------
ADDITIONS
Investment income:
Interest and dividend income $ 5,370,078 $ 5,265,619
Net (depreciation) appreciation
in fair value of investments (7,968,240) 5,622,892
------------- -------------
(2,598,162) 10,888.511
------------- -------------
Contributions:
Employer 1,620,062 1,459,972
Participants 5,603,839 4,339,162
------------- -------------
7,223,901 5,799,134
------------- -------------
Other additions 5,050 4,145
------------- -------------
Total additions 4,630,789 16,691,790
------------- -------------
DEDUCTIONS
Benefits paid 11,752,693 16,872,746
Administrative expenses 44,397 42,932
------------- -------------
Total deductions 11,797,090 16,915,678
------------- -------------
NET DECREASE IN NET ASSETS BEFORE TRANSFERS (7,166,301) (223,888)
TRANSFERS AND ADJUSTMENTS
Asset transfers in 7,936,699 5,903,568
Milnot plan adjustment - 630,744
------------- -------------
NET INCREASE IN NET ASSETS 770,398 6,310,424
Net Assets Available for Benefits:
Beginning of year 114,502,653 108,192,229
------------- -------------
End of year $115,273,051 $114,502,653
============= =============
<FN>
See the accompanying Notes to Financial Statements.
2
SCHEDULE I
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2000
Identity of issuer,
borrower, lessor Fair
or similar party Description of Investment Cost Value
---------------------- ------------------------------------- ------------ ------------
* The Vanguard Group Vanguard 500 Index Fund $ 19,498,231 $ 25,862,490
* The Vanguard Group Vanguard Explorer Fund 7,268,840 7,323,749
* The Vanguard Group Vanguard Federal Money Market Fund 12,261,085 12,261,085
* The Vanguard Group Vanguard International Growth Fund 4,704,701 5,038,683
* The Vanguard Group Vanguard Total Bond Market Index Fund 1,571,624 1,587,354
* The Vanguard Group Vanguard Wellington Fund 11,844,439 12,641,376
* The Vanguard Group Vanguard Windsor II Fund 11,512,839 12,379,829
------------ ------------
Total Investment in Shares in
Registered Investment Company 68,661,759 77,094,566
* The Vanguard Group Vanguard Retirement Savings Trust 6,672,982 6,672,982
* Participant Loans Loans at 7% - 11.25% 4,534,180 4,534,180
* Ralcorp Holdings, Inc. Common Stock 22,284,844 26,555,906
Smith Barney Heritage Fixed Income Fund
(Unallocated Insurance Contract) 418,385 418,385
------------ ------------
$102,572,150 $115,276,019
============ ============
<FN>
* Party-in-interest
3
SCHEDULE II
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
Schedule of Reportable Transactions*
Year Ended December 31, 2000
Current Value
Expense of Asset on
Identity Purchase Selling Lease Incurred with Cost of Transaction
of Party Description of Asset Price Price Rental Transaction Asset Date
- -------- ------------------------- ----------- ----------- ------- -------------- ----------- ------------
Vanguard 500 Index Fund $10,783,263 $ - $ - $ 10,783,263
Vanguard 500 Index Fund $ 6,504,278 - - $ 5,018,140 6,504,278
Vanguard Explorer Fund 4,676,218 - - 4,676,218
Vanguard Explorer Fund 2,035,422 - - 1,774,853 2,035,422
Vanguard Federal Money Market Fund 8,367,093 - - 8,367,093
Vanguard Federal Money Market Fund 7,873,731 - - 7,873,731 7,873,731
Vanguard Wellington Fund 4,081,717 - - 4,081,717
Vanguard Wellington Fund 2,501,799 - - 2,419,304 2,501,799
Vanguard Windsor II Fund 2,462,808 - - 2,462,808
Vanguard Windsor II Fund 4,035,922 - - 4,102,977 4,035,922
Ralcorp Stock Fund 8,637,219 - - 8,637,219
Ralcorp Stock Fund 4,953,829 - - 4,901,853 4,953,829
SCHEDULE II
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
Schedule of Reportable Transactions*
Year Ended December 31, 2000
Identity Gain or
of Party Description of Asset (Loss)
- -------- ------------------------- -----------
Vanguard 500 Index Fund
Vanguard 500 Index Fund $ 1,486,138
Vanguard Explorer Fund
Vanguard Explorer Fund 260,568
Vanguard Federal Money Market Fund
Vanguard Federal Money Market Fund -
Vanguard Wellington Fund
Vanguard Wellington Fund 82,495
Vanguard Windsor II Fund
Vanguard Windsor II Fund (67,055)
Ralcorp Stock Fund
Ralcorp Stock Fund 51,976
<FN>
*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 29CFR
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
4
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - 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
to 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, with the exception of Carriage House employees. In
addition, the Plan requires completion of one year of credited service with the
Company prior to participation in the Plan (see Subsequent Event footnote). At
December 31, 2000 and 1999, there were a total of 2,112 and 1,723 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. The
pre-tax contribution amount is limited to $10,500 per calendar 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.
The Company contributes a maximum of $.50 for each dollar contributed by
participants, up to 6% of the participants' pre-tax earnings. The Company
match is 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 contributions may be invested in any of the
available investment funds, while the Company match is invested solely in the
Ralcorp Stock Fund. Participant contributions and earnings thereon are vested
and non-forfeitable from the time made. Company matching contributions and
earnings thereon vest at a rate of 25% for each year of credited Company service
by the participant.
5
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 pre-tax limits, matching contribution levels and are not eligible to
make supplemental contributions.
INVESTMENT Of FUNDS. All contributions will be deposited by the Company in
trust funds held by Vanguard Fiduciary Trust Company (Trustee) or any successor
selected by the EBTC. The value of the trust funds 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.
During the plan years ended December 31, 2000 and 1999, participants were able
to allocate their contributions among the following investment options:
Vanguard 500 Index Fund, Vanguard Explorer Fund, Vanguard Federal Money Market
Fund, Vanguard International Growth Fund, Vanguard Total Bond Market Index Fund,
Vanguard Wellington Fund, Vanguard Windsor II Fund, Vanguard Retirement Savings
Trust, Ralcorp Stock Fund, Fixed Income I Fund and Heritage Fixed Income 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 the participant or to
the participant's beneficiary or other legal representative. Under the Plan, a
participant may elect from several payment alternatives regarding 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 are used to reduce Company matching contributions required under the
Plan. Forfeitures, net of amounts restored, during the years ended December 31,
2000 and 1999 were $13,003 and $16,600, respectively, and are included in
employer contributions on the Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 2000 and 1999.
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 regarding the timing and nature of distribution.
6
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Plan are described below:
BASIS OF ACCOUNTING. The accompanying financial statements are prepared using
the accrual basis of accounting.
USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 those estimates.
INVESTMENTS. Plan investments in common stock, collective trusts, 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. Interest income is
recognized as earned and dividend income is recognized on the date of record.
Participant loans are valued at cost, which approximates fair value. Units of
the Retirement Savings Trust are valued at net asset value at year-end. The
Ralcorp Stock Fund is valued at its year-end unit closing price (comprised of
year-end market price plus uninvested cash position). Purchases and sales of
investments are recorded on a trade-date basis. Net appreciation (depreciation)
in fair value of investments is comprised of net realized and unrealized gains
and losses. Net realized gain (loss) is the difference between sale proceeds
and historical cost using the average cost method. Unrealized gain (loss) is
the difference between the market value of an investment at the end of the plan
year and the market value of the same investment at the beginning of the plan
year or at its acquisition date if acquired during the plan year. Capital gain
distributions are included in dividend income.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term could materially affect the amounts reported in the Statement
of Net Assets Available for Benefits.
PAYMENT OF BENEFITS. Benefits are recorded when paid.
7
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS
The Plan's investments are held in a trust fund. The following table presents
the carrying value of investments. Investments that represent five percent or
more of the Plan's net assets are separately disclosed.
December 31,
-----------------------------
2000 1999
------------- -------------
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common stock:
Ralcorp Holdings, Inc. $ 26,555,906 $ 27,311,110
Mutual funds:
Vanguard 500 Index Fund 25,862,490 24,379,975
Vanguard Explorer Fund 7,323,749 5,575,157
Vanguard Federal Money Market Fund 12,261,085 11,767,722
Vanguard International Growth Fund 5,038,683 5,473,996
Vanguard Wellington Fund 12,641,376 10,980,315
Vanguard Windsor II 12,379,829 13,029,521
Vanguard Retirement Savings Trust 6,672,982 7,383,391
Other 1,587,354 1,228,539
------------- -------------
110,323,454 107,129,726
INVESTMENTS AT COST WHICH APPROXIMATES
FAIR VALUE
Participant loans 4,534,180 4,337,721
INVESTMENTS AT CONTRACT VALUE
Investment contract with
Heritage Fixed Income Fund 418,385 -
------------- -------------
$ 115,276,019 $ 111,467,447
============= =============
During 2000 and 1999, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value as follows:
Year Ended December 31,
-----------------------------
2000 1999
------------- -------------
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common stock $ (4,430,972) $ 2,724,012
Mutual funds (3,537,268) 2,898,880
------------- -------------
$ (7,968,240) $ 5,622,892
============= =============
8
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - 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, 2000, these shares had a total cost of $22,284,844 and market
value of $26,555,906. At December 31, 1999, these shares had a total cost of
$18,557,099 and market value of $27,311,110. During 2000, the Plan purchased
$8,722,545 and sold $5,040,382 of such assets. During 1999, the Plan purchased
$8,092,839 and sold $14,084,015 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, 2000, these shares
had a total cost of $75,334,741 and market value of $83,767,548. At December
31, 1999, these shares had a total cost of $65,901,981 and market value of
$79,818,616. During 2000, the Plan purchased $35,737,089 and sold $28,263,230
of such assets. During 1999, the Plan purchased $42,066,267 and sold
$39,335,032 of such assets. Administrative fees paid to Vanguard by the Plan
amounted to $44,397 and $42,932 for the years ended December 31, 2000 and 1999,
respectively.
NOTE 5 - INCOME TAX STATUS
The Plan has received a favorable determination letter dated August 10, 1998
from the Internal Revenue Service as 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 6 - ASSET TRANSFERS
On October 4, 1999, the Company completed the purchase of Ripon Foods, Inc. The
$7,843,564 of assets related to participant balances in Ripon Foods Inc. Savings
and Investment Plan, Ripon Foods Inc. Profit Sharing Plan, and Heritage Wafers
Ltd. 401(k) Plan and Trust were merged into the plan on October 2, 2000.
Accordingly, the amount has been recorded as an "asset transfer in" in the
accompanying financial statements for the year ended December 31, 2000.
On August 25, 1998, the Company completed the purchase of Sugar Kake Cookie,
Inc. Assets totaling $3,131,742 related to participant balances in the Sugar
Kake 401(k) profit sharing plan were merged into the Plan on January 3, 2000.
The transfer of those assets was approved on October 22, 1999. Of this amount,
$3,038,607 was recorded as a receivable due from the Sugar Kake plan and as an
"asset transfer in" in the accompanying financial statements as of and for the
year ended December 31, 1999. The remaining $93,135, which related to loan
funds, was recorded as an "asset transfer in" for the year ended December 31,
2000.
During 1998, the Company completed the purchases of Flavor House, Inc. and
Nutcracker Brands, Inc. The $2,864,961 of assets related to participant
balances in those companies' 401(k) profit sharing plans were merged into the
Plan on May 28, 1999. Accordingly, this amount was recorded as an "asset
transfer in" in the accompanying Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 1999.
9
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
On September 10, 1998, the Company sold Beech-Nut Nutrition Corporation
(Beech-Nut), a wholly-owned subsidiary, to The Milnot Company (Milnot). As a
result of the sale, the Plan incurred a liability to transfer Beech-Nut
participant balances to the Milnot plan. This liability was recorded at an
estimated amount of $8,389,654 as of December 31, 1998. The actual liability
was determined to be $7,758,910 and this amount was transferred to the Milnot
plan in 1999. The difference between the estimated amount to be transferred and
the actual amount transferred was due to employee terminations and a decline in
market value of participant asset balances. The reduction from the estimated
liability is reflected in the Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1999.
NOTE 7 - SUBSEQUENT EVENT
The following changes to the Plan took effect April 1, 2001:
- Elimination of the one year wait before employees are eligible to
participate in the Plan.
- Modification of the graduated matching schedule. The matching
contribution schedule for less than one year is still zero, one year service is
25%, and two or more years of service is 50%. Employees who are currently at
the 15% or 30% match levels were moved to the new schedule based on their
service as of April 1, 2001.
- Removal of the requirement that company matching contributions have to be
invested in Ralcorp Stock Fund and the removal of any investment restrictions on
amounts already contributed that are currently restricted to the Ralcorp Stock
Fund. Participants are able to move previously restricted balances to any of
the other investment options of the Plan.
- Elimination of the supplemental (after-tax) contribution option from the
Plan. This feature has been eliminated from the Plan but this change does not
affect any of the existing plan provisions with respect to supplemental
contributions made prior to April 1, 2001. Those balances will still be
available for supplemental withdrawals and all other plan transactions.
- Increase in the pre-tax contribution maximum from 12% to 15% of pay for
all employees.
10
(on PricewaterhouseCoopers letterhead)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
the Ralcorp Holdings, Inc.
Savings Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement 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 (the "Plan") at December
31, 2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. 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 auditing standards generally accepted in the
United States of America, 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial staements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/S/ PricewaterhouseCoopers LLP
- -------------------------------
May 15, 2001
11
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 _______________________________________
T. G. Granneman, Chairman
Ralcorp Holdings, Inc.
Employee Benefit Trustees Committee
June 28, 2001
12
EXHIBIT INDEX
Exhibits
- --------
23 Consent of Independent Accountants
13