SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant To Section 12(b) or (g) of the
Securities Exchange Act of 1934
ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One ConAgra Drive, Omaha NE 68102-5001
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which each
class is to be so registered
Preferred Share Purchase Rights New York Stock Exchange
Securities Act registration statement file number to which this Form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
This Form 8-A/A amends and supplements the Form 8-A filed by ConAgra Foods, Inc.
and dated July 12, 1996 with respect to Preferred Share Purchase Rights.
Item 1. Description of Registrant's Securities to be Registered.
ConAgra Foods, Inc. (the "Company") on May 7, 2004 amended the Rights
Agreement, dated as of July 12, 1996 , between the Company and Wells Fargo Bank,
National Association, as Rights Agent (the "Rights Agreement"). The amendment
effectively terminates the Rights Agreement and the associated preferred share
purchase rights on May 14, 2004.
The amendment, approved by the Board on May 5, 2004 in accordance with
Section 27 of the Rights Agreement, is attached hereto as an exhibit and
incorporated by reference.
Item 2. Exhibits.
99.1 Amendment to Rights Agreement, dated as of May 7, 2004, between
ConAgra Foods, Inc. and Wells Fargo Bank, National Association, as
Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ConAgra Foods, Inc.
By /s/ J.P. O'Donnell
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Name: J.P. O'Donnell
Title: Executive Vice President
Date: May 7, 2004
EXHIBIT INDEX
Exhibit Description
99.1 Amendment to Rights Agreement, dated as of May 7, 2004, between
ConAgra Foods, Inc. and Wells Fargo Bank, National Association.