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
December 20, 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 8.01 Other Events
On December 20, 2005, ConAgra Foods elected to call for redemption all of
its outstanding 6% Notes due September 15, 2006, previously issued in the
aggregate principal amount of $500,000,000. On January 20, 2006, the date set
for redemption, the notes will be redeemed at a redemption price, determined in
accordance with the terms of the notes, equal to the greater of : (a) 100% of
the principal amount of the notes outstanding, plus accrued interest to the
redemption date; or (b) the sum, as determined by an independent investment
banker appointed by JPMorgan Chase Bank, the trustee for the notes, of the
present values of the remaining principal amount and the remaining scheduled
payments of interest on the notes (exclusive of interest accrued to the
redemption date), discounted from the scheduled payment dates to the redemption
date on a semi-annual basis at a treasury rate (calculated on the third business
day preceding the redemption date pursuant to the terms of the notes) plus 25
basis points plus accrued but unpaid interest to the redemption date.
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: December 20, 2005 By: /s/ Frank S. Sklarsky
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Name: Frank S. Sklarsky
Title: Executive Vice President,
Chief Financial Officer