RALCORP HOLDINGS INC /MO

election_required = True...ed below) who: - tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and - completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adju...

expiry = 2002-12-11...F ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON WEDNESDAY, DECEMBER 11, 2002, UNLESS THE OFFER IS EXTENDED. Ralcorp Holdings, Inc., a Missouri corporation, invites its shareholders to tender up to 4,000,000 shares of its common stock, $0.01 par value, for purchase by it at a price not greater than $24.00 nor less t...

listed = True...ISCRETION, TO PURCHASE MORE THAN 4,000,000 SHARES PURSUANT TO THE OFFER. SEE SECTION 1. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on the New York Stock Exchange ("NYSE") under the symbol "RAH." On November 8, 2002, the last full trading day before announcement of the offer, the closing per share price of the shares as reported on the NYSE composite tape was $20.30. Shareholders are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. H...

mechanism = DUTCH...up to 4,000,000 shares of our common stock and the associated common stock purchase rights. No separate consideration will be paid for these stock purchase rights. WHAT IS THE PURCHASE PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch Auction." - This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $21.00 to $24.00. - We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properl...

must_tender_all = True...tary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. IN WHAT ORDER WILL TENDERED SHARES BE PURCHASED? First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us. Second, after purchasing all shares from the "odd lot" holders, we will purchase shares from all other shareholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Therefore, a...

price = USD 21.0-24.0...fied Dutch Auction." - This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $21.00 to $24.00. - We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. - All shar...

threshold = 100...that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Odd Lots. The term "Odd Lots" means all shares tendered at prices at or below the purchase price selected by us by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 c72923exv99wxayx1yxiy.txt OFFER TO PURCHASE EXHIBIT (A)(1)(i) OFFER TO PURCHASE FOR CASH BY RALCORP HOLDINGS, INC. OF UP TO 4,000,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $24.00 NOR LESS THAN $21.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, O...