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
February 2, 2006
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 2.05. Costs Associated with Exit or Disposal Activities
ConAgra Foods has announced a plan, authorized by its board of
directors, providing for (a) the divestment of most of its refrigerated meat
businesses, including the Armour, Butterball and Eckrich brands, and (b) changes
designed to streamline its operating structure, including moving its Grocery
Foods headquarters from Irvine, California to Naperville, Illinois and further
centralizing its shared services. These actions, expected to take up to 12
months, are the result of the company's commitment to simplify operations and to
focus in areas where it has the strongest competitive positions. The company's
February 2 press release is included with this Form 8-K as an exhibit and is
incorporated herein by reference.
In connection with the organizational changes, the company expects to
take cash and non-cash accounting charges. The company cannot at this time
reasonably estimate the accounting charges. The timing and amount of these
charges, as well as any related benefits, are currently being analyzed. The
company will file an amendment to this report after it makes a determination of
such estimates.
Item 2.06. Material Impairments
The company also expects it will take a non-cash charge to adjust the
book value of the assets to be sold, including related goodwill. The company
cannot at this time reasonably estimate these costs and accounting charges. The
timing and amount of these charges, as well as any related benefits, are
currently being analyzed. The company will file an amendment to this report
after it makes a determination of such estimates.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press Release dated February 2, 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 hereunto duly authorized.
CONAGRA FOODS, INC.
Date: February 2, 2006 By: /s/ Frank S. Sklarsky
---------------------------------
Name: Frank S. Sklarsky
Title: Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description Page No.
99.1 Press release dated February 2, 2006...........................