UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE TO
 
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
 
RALCORP HOLDINGS, INC.
(Name of Subject Company)
 
CONAGRA FOODS, INC.
(Names of Filing Persons – Offeror)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
751028101
(Cusip Number of Class of Securities)
 
Colleen Batcheler
Executive Vice President, General Counsel and Corporate Secretary
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
Telephone: (402) 240-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
 
Copies to:
George R. Bason, Jr.
Arthur F. Golden
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
 
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
 

 
 
 
 
 
ConAgra Foods Withdraws Its $94 Per Share All-Cash Proposal to Acquire Ralcorp Holdings
 
 
OMAHA, Neb., September 19, 2011 (BUSINESS WIRE) – ConAgra Foods today announced the withdrawal of its $94 per share, all-cash proposal to acquire Ralcorp Holdings, Inc. (NYSE: RAH).  This follows Ralcorp’s failure to enter into a constructive dialogue with ConAgra Foods regarding its all-cash proposal for Ralcorp by the designated deadline of 5:00 pm Eastern time on September 19, 2011.