SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 7, 2004
Date of Report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-7275 47-0248710
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One ConAgra Drive, Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 595-4000
Item 5. Other Events.
On May 10, 2004, ConAgra Foods, Inc. issued a press release announcing that
its Board of Directors approved an amendment to the Rights Agreement, dated July
12, 1996, between ConAgra Foods and Wells Fargo Bank, National Association (the
"Rights Agreement"). The amendment effectively terminates the Rights Agreement
and the associated preferred share purchase rights on May 14, 2004. The Board
also adopted the following new policy regarding rights plans:
"The Corporation's Rights Plan will expire effective May 14, 2004 and the
Board has no current intention to adopt a new shareholder rights plan. The
Board's policy is that it will only adopt a shareholder rights plan if either:
(1) the stockholders have approved adoption of the rights plan or (2) the Board
in its exercise of its fiduciary responsibilities, including a majority of the
independent members of the Board, makes a determination that, under the
circumstances existing at the time, it is in the best interests of the
stockholders to adopt a shareholder rights plan without the delay in adoption
that would come from the time reasonably anticipated to seek stockholder
approval."
A copy of the amendment of the Rights Agreement is attached hereto as
Exhibit 4.1 and incorporated by reference. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference.
Item 7(c). Exhibits.
Exhibit 4.1. Amendment to Rights Agreement, dated as of May 7, 2004,
between ConAgra Foods, Inc. and Wells Fargo Bank, National
Association
Exhibit 99.1 Press release dated May 10, 2004.
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 hereunto duly authorized.
CONAGRA FOODS, INC.
Date: May 10, 2004 By: /s/ J.P. O'Donnell
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Name: J.P. O'Donnell
Title: Executive Vice President
EXHIBIT INDEX
Exhibit Description Page No.
4.1 Amendment to Rights Agreement, dated as of May 7, 2004, between
ConAgra Foods, Inc. and Wells Fargo Bank, National Association....
99.1 Press release dated May 10, 2004..................................