8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 10, 2012

 

 

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-7275   47-0248710

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

One ConAgra Drive

Omaha, Nebraska

   68102-5001
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code (402) 240-4000

             (Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

ConAgra Foods, Inc. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-177140):

 

  1. Underwriting Agreement, dated as of September 10, 2012, by and among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acting as representatives of the several underwriters named therein.

 

  2. Opinion of Jones Day.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

   

Description

1.1    Underwriting Agreement, dated as of September 10, 2012, by and among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acting as representatives of the several underwriters named therein.
5.1    Opinion of Jones Day.
23.1    Consent of Jones Day (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CONAGRA FOODS, INC.
Date: September 13, 2012   By:  

/s/ Colleen Batcheler

    Name:   Colleen Batcheler
    Title:   Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

 

Exhibit

Number

   

Description

1.1    Underwriting Agreement, dated as of September 10, 2012, by and among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acting as representatives of the several underwriters named therein.
5.1    Opinion of Jones Day.
23.1    Consent of Jones Day (included in Exhibit 5.1).