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
July 15, 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 4.01 Change in Registrant's Independent Registered Public Accounting Firm
(a) On July 15, 2005, the Audit Committee of the Board of Directors of
ConAgra Foods, Inc. determined it will dismiss Deloitte & Touche LLP ("Deloitte
& Touche") as the company's independent registered public accounting firm
effective with the completion of the audit for the company's fiscal year ended
May 29, 2005.
Deloitte & Touche's reports on the company's consolidated financial
statements for the fiscal years ended May 25, 2003 and May 30, 2004 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. Deloitte &
Touche's report dated July 26, 2004 (April 27, 2005 as to Note 21) included
explanatory paragraphs related to change in methods of accounting for variable
interest entities and asset retirement obligations in 2004, goodwill and other
intangible assets in 2003 and derivative instruments and hedging activities in
2002 and the restatement of the company's consolidated financial statements.
During the 2004 and 2005 fiscal years and through July 15, 2005, there were no
disagreements with Deloitte & Touche on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Deloitte & Touche's satisfaction, would have caused Deloitte
& Touche to make reference to the subject matter of the disagreement in
connection with its report on the company's consolidated financial statements
for such years. There were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K except for a material weakness in internal control with
respect to accounting for income taxes as reported by the company in its Form
10-K/A filed April 29, 2005.
The company is taking steps to remedy the material weakness and is
currently evaluating as to whether or not the material weakness was remediated
as of May 29, 2005, the end of fiscal 2005.
Deloitte & Touche has furnished to the company a copy of a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of Deloitte & Touche's letter, dated July 18,
2005, is filed as Exhibit 16 to this Form 8-K.
(b) On July 15, 2005, the Audit Committee approved the engagement of
KPMG LLP ("KPMG") to audit the Company's financial statements for the fiscal
year ending May 28, 2006.
During the 2004 and 2005 fiscal years, and through July 15, 2005 the
company has not consulted with KPMG with respect to any of the matters or
reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The company expects Deloitte & Touche's report on the company's
consolidated financial statements for the fiscal year ended May 29, 2005 to be
issued in connection with the completion of the audit for fiscal 2005. Upon
receipt of such report, the company will file an amendment to this Form 8-K with
the specific date of dismissal of Deloitte & Touche and an update of the
disclosures required by Item 304(a)(1)(iv) and (v) of Regulation S-K through
that date.
Item 9.01. Financial Statements and Exhibits
Exhibit 16 Letter from Deloitte & Touche LLP to Securities and Exchange
Commission dated July 18, 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 hereunto duly authorized.
CONAGRA FOODS, INC.
Date: July 18, 2005 By: /s/ Frank S. Sklarsky
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Name: Frank S. Sklarsky
Title: Executive Vice President,
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Description Page No.
16 Letter from Deloitte & Touche LLP to Securities and
Exchange Commission dated July 18, 2005................... 5