What is an ADR?

An American Depositary Receipt, or ADR, is a negotiable US security representing ownership of publicly traded shares in a non-US corporation. ADRs are quoted and traded in US dollars in the US securities market. Also, the dividends, if any, are paid to investors in US dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors.

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What is the difference between an ADR and an ADS?

An ADR is the actual physical certificate whereas an American Depositary Share (ADS) is the actual share. An ADR can represent any number of ADSs. The term "ADR" is often used to mean both the certificates and the securities themselves.

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What are the benefits of holding ADRs?

ADRs allow US investors to diversify their portfolio with foreign securities. In addition, ADRs trade, clear and settle in accordance with US market regulations and permit prompt dividend payments and corporate action notification. If an ADR is exchange-listed, investors also benefit from readily available price and trading information.

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What are the security details for Nestlé ADRs, and what is the ratio?

The relationship between the ADR and the ordinary share is referred to as the ratio. In the case of Nestlé ADRs, 1 Nestlé ADR represents 1 Swiss share. Nestlé ADRs (CUSIP Number 641069406) trade in the US.

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What are the main tickers for Nestlé ADRs?

- Reuters NSRGY.PK
- Bloomberg NSRGY

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Where are Nestlé ADRs traded?

Nestlé ADRs are traded on the US over-the-counter market.

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Why are Nestlé ADRs unlisted?

Nestlé is a company headquartered and incorporated in Switzerland and therefore reports its financial information according to International Accounting Standards as opposed to US GAAP. US GAAP financial reporting is a prerequisite to listing in the United States.

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Who is Nestlé's ADR depositary bank?

Citibank, N.A. ("Citibank") is the depositary bank for Nestlé ADRs. Nestlé ADRs are backed by registered shares held under custody in Switzerland in Citibank's name on behalf of Nestlé ADR holders. Citibank as depositary bank performs the roles of registrar, transfer agent, record keeper and dividend paying agent. Citibank also coordinates the proxy voting process.

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How can I hold Nestlé ADRs?

There are 2 ways to hold ADRs. Either you hold ADRs through your usual bank or broker, in which case you are a "beneficial holder". Alternatively, you can hold your ADRs directly through Citibank as ADR depositary, in which case you are a "registered holder". You are therefore on the company's shareholder register that is maintained by Nestlé's ADR depositary, Citibank. Registered holders of Nestlé ADRs may hold their ADRs either physically in the form of a certificate or in uncertificated, book-entry form, evidenced by an account statement.

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How can I buy and sell Nestlé ADRs?

You can buy and sell Nestlé ADRs through any broker licensed to buy and sell US securities. If you opt to be a registered holder you may contact Citibank, Nestlé's ADR depositary bank, at:

Citibank
Shareholder Services
P.O. Box 43077
Providence, Rhode Island 02940-3077
USA

US Toll Free Tel.: 1-877-CITI-ADR (1-877-248-4237)
Overseas Tel: +1-816-843-4281
Fax: +1-201-324-3284

Citibank@shareholders-online.com

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How can I find the ADR price?

To find a recent price quote for Nestlé's ADRs you can go to Citibank's website www.citibank.com/adr. On the website's homepage you will need to input Nestlé's ADR ticker (in the gray bar next to the word "find"), NSRGY, and click on the 'Go' button. Alternatively, financial publications that quote US share prices will display Nestlé's ADR price as well. For the most up-to-date information ask your broker or consult a service that offers quotes.

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Does holding Nestlé ADRs eliminate my exposure to foreign exchange fluctuations between the US dollar and the Swiss Franc?

No, ADR share prices carry foreign currency risk depending on the movement of the US dollar against the Swiss franc. Most of the ADRs trade in line with the underlying security. The spread is in general very small, reflecting the cost of foreign exchange conversion and other execution costs. If the currency of the underlying stock rises against the US dollar, the ADR price is expected to rise (and vice versa).

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When is the Nestlé ADR dividend paid?

The ADR dividend is paid on average one month after the dividend on the ordinary share. Most ADR holders are US residents and are entitled to a favorable withholding tax rate. After the payment of the dividend on the ordinary share, there is an extensive process between Citibank (Nestlé's ADR depositary bank) and the Swiss Tax Authorities that enables these US residents to benefit from a favorable 15% withholding tax rate. This results in the delayed payment of the dividend to ADR holders.

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How do I receive dividends from my ADRs or proceeds from other corporate actions?

You receive dividends in US dollars from ADRs if you are a holder of Nestlé ADRs on the dividend's record date. The same holds true for proceeds that result from a stock split of Nestlé ADRs. Proceeds will be credited to the holder's account on the corporate action's effective date.

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Can I reinvest any dividends Nestlé may pay out?

Beneficial holders need to follow the provisions for dividend reinvestment as established by their broker if applicable. Registered holders may opt to enroll in Nestlé's Dividend Reinvestment Plan.
To do so please contact Citibank, Nestlé's ADR depositary bank, at:

Citibank
Shareholder Services
Nestlé ADS Dividend Reinvestment Plan

P.O. Box 43077
Providence, Rhode Island 02940-3077
USA

US Toll Free Tel.: 1-877-CITI-ADR (1-877-248-4237)
Overseas Tel: +1-816-843-4281
Fax: +1-201-324-3284

Citibank@shareholders-online.com

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How can I check my shareholdings?

Beneficial holders will need to contact their broker. Registered holders may call Nestlé's ADR depositary bank, Citibank, at US Toll Free Tel.: 1-877-CITI-ADR (1-877-248-4237), Overseas Tel.: +1-816-843-4281.

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What should I do if I lost my ADR certificate?

Please contact Citibank immediately to report the loss of your certificate, at US Toll Free Tel.: 1-877-CITI-ADR (1-877-248-4237), Overseas Tel.: +1-816-843-4281. For a duplicate certificate you will need to pay an insurance fee of approximately 3% of the value of your ADR and submit a completed affidavit of loss to Citibank. Citibank will provide the affidavit of loss and calculate the amount of insurance fee required by you.

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Can I vote at the General Meeting?

As an ADR holder on the record date, you will have the sole right to vote the equivalent number of underlying shares as represented by your Nestlé ADR holdings. You will receive your proxy card and other relevant documentation through your usual intermediary.

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Purina Stock – Archived web content

On December 12, 2001 Ralston Purina Company merged with Nestlé Holdings, Inc. Pursuant to this merger, shares of Ralston Purina Company were exchanged for a cash settlement of USD33.50 for each share of common stock. Ralston Purina Company is no longer a public company and most of its businesses are now known as Nestlé Purina PetCare Company, which is a fully owned subsidiary of Nestlé Holdings, Inc., which is a fully owned subsidiary of Nestlé S.A.

This web site is intended to provide information to shareholders related to their prior ownership of Ralston Purina Company stock. This includes contact information that will help with questions on redeeming shares, receiving payment for outstanding dividend checks issued prior to the merger, obtaining 1099-B forms or calculating the cost basis for your shares.

Cost Basis Adjustments
A number of corporate transactions can affect a shareholder's tax basis in the Ralston Purina Company stock that he/she owns. Shown below is a list of those transactions that would require an adjustment to the tax basis, along with allocation percentages where appropriate. Each of the transactions has a link to the original shareholder letter with details on how to adjust your Ralston Purina Company stock cost basis.

Stock Purchase Price
The attached files contain historical prices for Ralston Purina Company stock. The information includes the following daily stock prices: open, high, low, and close. These prices are actual prices on each date and have not been adjusted for subsequent splits and spin-offs. The files only contain prices from July 28, 1980 through the date of the purchase by Nestlé S.A. If you purchased Ralston Purina Company stock prior to July 28, 1980 and would like to obtain that price, please contact Mary Strauch at 1-203-629-7223.

1980 - 1984 (pdf, 35 Kb)
1985 - 1989 (pdf, 43 Kb)
1990 - 1994 (pdf, 42 Kb)
1995 - 2001 (pdf, 69 Kb)

The following is an example of how you would adjust both prices and shares to account for splits and spin-offs that occurred after your purchase date.

Example

If you had bought 100 shares of Ralston Purina Company on May 4, 1998 at the closing price of 108.0625, your shares would have been affected by the events listed below:
15/07/1998 - 3 for 1 Stock Split
01/04/2000 - Energizer Spin-Off: 72.06% of basis remains with Ralston shares, 27.94% of basis goes with Energizer shares.
Assuming you have not made any other sales or adjustments, you would have 300 shares of Ralston Purina Company due to the split (100 shares times 3). However, you must adjust the price for both the split and the Energizer Spin-Off, i.e., the resulting adjusted price would be 25.95661 (108.0625 divided by 3, times 0.7206).

Any question relating to information on this page may be directed to Mary Strauch at 1-203-629-7223.

Pricing information has been provided by Bloomberg. Although this data is gathered from a reliable source, its completeness and accuracy cannot be guaranteed.

Ralston Purina Investor Contacts & FAQs

For questions on the merger with Nestlé or a 1099-B from the merger:
Send your written inquiry
Computershare c/o:
Citibank Shareholder Services
P.O. Box 43077
Providence, RI 02940-3077

For a replacement dividend check, questions on Energizer or Agribrands:
Continental Stock Transfer at 1-888-509-5581

For questions on Ralcorp:
Equiserve at 1-800-446-2617

For questions on General Mills:
Norwest Bank at 1-800-380-1372

For cost basis information:
Mary Strauch at 1-203-629-7223

Who do I contact if my address changed?
Contact Computershare Trust Company at 1-877-360-7251 to give them the updated information.

I still have my shares of Ralston Purina Company. How do I redeem the shares?
Contact Computershare Trust Company at 1-877-360-7251 and ask them to send you a Letter of Transmittal. You will fill out the Letter of Transmittal and return it to Computershare accompanied by your Ralston Purina Company Share certificates.

I redeemed my Ralston Purina Company stock in 2001, but never received a 1099-B Form. I need that to complete my tax return.
Contact Computershare Trust Company at 1-877-360-7251 and request a 1099-B Form.

I think that there are still dividend checks issued prior to the merger that I haven't received. What do I do?
Contact Computershare Trust Company at 1-877-360-7251. They will assist you in determining whether there are still outstanding dividend checks for your account and, if so, will issue you a replacement check.

I don't know how to calculate the tax basis for my Ralston Purina Company shares, can you help me?
Please see above for information relating to your cost basis and an example of calculations.

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