UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 15, 2005
Date of report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7275 47-0248710
(Commission File Number) (IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE 68102
(Address of Principal Executive Offices) (Zip Code)
(402) 595-4000
(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
|_| 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 4.01 Change in Registrant's Independent Registered Public Accounting Firm
(a) Deloitte & Touche LLP's ("Deloitte & Touche") report on the company's
consolidated financial statements for the fiscal year ended May 29, 2005 has
been issued in connection with the completion of the audit for fiscal 2005. The
company is filing this amendment to Form 8-K dated July 15, 2005 with the
specific date of dismissal of Deloitte & Touche and an update of the disclosures
required by Item 304(a)(1)(iv) and (v) of Regulation S-K through that date.
As reported in the company's Form 8-K dated July 15, 2005, the Audit
Committee of the Board of Directors of ConAgra Foods, Inc. dismissed Deloitte &
Touche as the company's independent registered public accounting firm effective
with the completion of the audit for the company's fiscal year ended May 29,
2005. The audit was completed on August 11, 2005.
Deloitte & Touche's reports on the company's consolidated financial
statements for the fiscal years ended May 30, 2004 and May 29, 2005, did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. Deloitte &
Touche's report dated August 11, 2005 included an explanatory paragraph related
to change in methods of accounting for variable interest entities and asset
retirement obligations in 2004, goodwill and other intangible assets in 2003.
Deloitte & Touche's report dated August 11, 2005 on the effectiveness of the
company's internal control over financial reporting as of May 29, 2005 expressed
an unqualified opinion on management's assessment and an adverse opinion on the
effectiveness of the company's internal control over financial reporting because
of a material weakness. During the 2004 and 2005 fiscal years and through the
completion of their audit for fiscal 2005, there were no disagreements with
Deloitte & Touche on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Deloitte & Touche's satisfaction, would have caused Deloitte & Touche to make
reference to the subject matter of the disagreement in connection with its
report on the company's consolidated financial statements for such years. There
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K
except for a material weakness in internal control with respect to accounting
for income taxes as reported by the company in its Form 10-K for the fiscal year
ended May 29, 2005.
Deloitte & Touche has furnished to the company a copy of a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of Deloitte & Touche's letter, dated August 12, 2005,
is filed as Exhibit 16 to this Form 8-K/A.
Item 9.01. Financial Statements and Exhibits
Exhibit 16 Letter from Deloitte & Touche LLP to Securities
and Exchange Commission dated August 12, 2005
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: August 12, 2005 By: /s/ Frank S. Sklarsky
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Name: Frank S. Sklarsky
Title: Executive Vice President,
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Description Page No.
16 Letter from Deloitte & Touche LLP to Securities
and Exchange Commission dated August 12, 2005.......... 5