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) January 15, 2013
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 January 15, 2013, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC 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 January 15, 2013, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC 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: January 25, 2013 | 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 January 15, 2013, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC 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). | |