SEC Comment Letter for CONAGRA BRANDS INC. (CAG) (CIK 0000023217) (CAG) — May 7, 2009
CONAGRA BRANDS INC. (CAG) (CIK 0000023217)
Date: May 7, 2009 · CIK: 0000023217 · Accession: 0000000000-09-024369
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-155665
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 December 5, 2008 By U.S. Mail and facsimile Colleen Batcheler Senior Vice President, General Counsel, and Corporate Secretary ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001 Re: ConAgra Foods, Inc. Registration Statement on Form S-3 File No. 333-155665 Filed November 25, 2008
Dear Ms. Batcheler: We have limited our review of your filing to the issues we have addressed in our comment. Where indicated, we think you should revise your document in response to the comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. After reviewing this info rmation, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that the staff of the Division of Corporation Finance currently has outstanding comments relating to the comp any’s Form 10-K for the fiscal year ended May 25, 2008. We note further that your registration statement incorporates by reference this periodic report. All co mments relating to the staff’s open review of your periodic filings w ill need to be resolved prior to our recommending acceleration of effectiveness of your registration statement.
Ms. Colleen Batcheler ConAgra Foods, Inc. December 5, 2008 Page 2 Closing Comments
As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a cover letter with you r amendment that keys your responses to our comment and provide any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequa te time after the filing of an amendment for
Ms. Colleen Batcheler ConAgra Foods, Inc. December 5, 2008 Page 3 further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Please contact Douglas Brown at (202) 551- 3265 or in his absence, me at (202) 551-3611 with any questions. Sincerely,
Anne Nguyen Parker B r a n c h C h i e f cc: D. Brown Guy Lawson (402) 952-1802
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
December 5, 2008
By U.S. Mail and facsimile
Colleen Batcheler
Senior Vice President, General Counsel, and Corporate Secretary
ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001
Re: ConAgra Foods, Inc. Registration Statement on Form S-3
File No. 333-155665 Filed November 25, 2008
Dear Ms. Batcheler:
We have limited our review of your filing to the issues we have addressed in our
comment. Where indicated, we think you should revise your document in response to the
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that the staff of the Division of Corporation Finance currently has
outstanding comments relating to the comp any’s Form 10-K for the fiscal year
ended May 25, 2008. We note further that your registration statement incorporates
by reference this periodic report. All co mments relating to the staff’s open review
of your periodic filings w ill need to be resolved prior to our recommending
acceleration of effectiveness of your registration statement.
Ms. Colleen Batcheler
ConAgra Foods, Inc.
December 5, 2008 Page 2 Closing Comments
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a cover letter with you r amendment that keys your responses
to our comment and provide any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequa te time after the filing of an amendment for
Ms. Colleen Batcheler
ConAgra Foods, Inc. December 5, 2008 Page 3 further review before submitting a request for acceleration. Please provide this request at
least two business days in advance of the requested effective date. Please contact Douglas Brown at (202) 551- 3265 or in his absence, me at (202)
551-3611 with any questions.
Sincerely,
Anne Nguyen Parker B r a n c h C h i e f cc: D. Brown Guy Lawson (402) 952-1802