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| | FORM 8-K/A | |
| | Amendment Number One | |
| | CURRENT REPORT | |
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | June 22, 2005 |
RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Missouri | 1-12619 | 43-1766315 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 800 Market Street, Suite 2900 Saint Louis, MO | 63101 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 314-877-7000 |
___________________________________________________________________________________________________________
(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))
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 8-K.
1. Form 8-K shall be used for current reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11 and for reports of nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 and 243.101).
2. Form 8-K may be used by a registrant to satisfy its filing obligations pursuant to Rule 425 under the Securities Act, regarding written communications related to business combination transactions, or Rules 14a-12 or Rule 14d-2(b) under the Exchange Act, relating to soliciting materials and pre-commencement communications pursuant to tender offers, respectively, provided that the Form 8-K filing satisfies all the substantive requirements of those rules (other than the Rule 425(c) requirement to include certain specified information in any prospectus filed pursuant to such rule). Such filing is also deemed to be filed pursuant to any rule for which the box is checked. A registrant is not required to check the box in connection with Rule 14a-12 or Rule 14d-2(b) if the communication is filed pursuant to Rule 425. Communications filed pursuant to Rule 425 are deemed filed under the other applicable sections. See Note 2 to Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2).
| | Potential persons who are to respond to the collection of | |
| | information contained in this form are not required to respond | |
| SEC 873 (11-05) | unless the form displays a currently valid OMB control number. | |
Only the items indicated below are covered by this report.
On June 22, 2005, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference, to announce the completion of its purchase of Medallion Foods, Inc. This event was erroneously reported under Item 1.01 of the 8-K filed on the same date. The Registrant hereby corrects the use of Item 1.01 and replaces it with Item 8.01.
| Exhibit 99.1 | Press Release dated June 22, 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 thereunto duly authorized.
| | RALCORP HOLDINGS, INC. |
| | (Registrant) |
| Date: | November 29, 2005 | By: /s/T. G. Granneman |
| | | T. G. Granneman |
| | | Duly Authorized Signatory and |
| | | Chief Accounting Officer |
EXHIBIT INDEX
Exhibit
Number | Description |
| | |
| Exhibit 99.1 | Press Release dated June 22, 2005 |
