UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 25, 2006
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))
On May 25, 2006 the Board of Directors of Ralcorp Holdings, Inc. (the “Company”) authorized the repurchase of up to 2,000,000 shares of common stock. As a result, the Company’s management is now authorized to repurchase, from time to time, up to 2,000,000 shares of the Company’s common stock at prevailing market prices.
A copy of the press release announcing the authorization is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit 99.1 | Press Release dated May 25, 2006. |
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: May 31, 2006 | By: /s/ T. G. Granneman |
| | T. G. Granneman |
| | Duly Authorized Signatory and |
| | Chief Accounting Officer |
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
| 99.1 | Press Release dated May 25, 2006 |
