Ralston to Make Friendly Offer for Anderson, Clayton

Ralston Purina Co., the giant pet-food producer, said Friday that it planned a $756.4-million offer to buy Anderson, Clayton & Co., which has been fighting a takeover attempt by two investment firms.

Ralston Purina made its announcement shortly after a Delaware state judge blocked Anderson, Clayton’s plan to buy back a major portion of its stock as a way of thwarting the investment firms’ bid.

William P. Stiritz, Ralston Purina’s chairman and chief executive, said in a terse statement that he planned to recommend to his company’s board next week that it pay $62 cash for each of Anderson, Clayton’s 12.2 million common shares outstanding.

Anderson, Clayton is a Houston-based food products concern whose holdings include rival pet food maker Gaines Foods Inc. The company also makes Seven Seas salad dressings and Chiffon margarine.

The announcement came after financial markets closed. Earlier, Anderson, Clayton’s common stock closed down 25 cents a share at $56.125 in New York Stock Exchange composite trading, while Ralston Purina also dropped 25 cents to $61.375.

Anderson, Clayton had no immediate comment on the offer.

However, St. Louis-based Ralston Purina said it had been in merger talks with Anderson, Clayton, indicating that Anderson, Clayton had sought a “white knight,” or friendly merger partner, in the event the Delaware judge ruled against the company.

Bear, Stearns & Co. and Gruss & Co., the two investment firms bidding for Anderson, Clayton, also had no comment.