UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant toTo Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 18, 2013

Date of report (Date of earliest event reported): January 29, 2013

RALCORP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)


Missouri	1-12619	43-1766315
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Market Street St. Louis, Missouri 63101
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 877-7000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

~~Ralcorp~~Check ~~Holdings,~~the ~~Inc~~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):

o Written communications pursuant to Rule 425 under the Securities Act (~~Exact~~17 ~~Name~~CFR of230.425) ~~Registrant~~o asSoliciting ~~Specified~~material inpursuant ~~its~~to ~~Charter~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Missouri		1-12619		43-1766315
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Item 1.02. Termination of a Material Definitive Agreement.

~~800~~As ~~Market~~previously ~~Street~~disclosed, on May 1, 2012, Ralcorp Holdings, Inc. (“Ralcorp”) entered into a $300 million Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders parties thereto regarding a $300 million revolving credit facility.

StOn January 29, 2013, in connection with the Merger, as defined in Item 2.01 ~~Louis~~of this Current Report on Form 8-K, ~~Missouri~~Ralcorp ~~63101~~paid all fees and other amounts outstanding under the Credit Agreement and terminated the Credit Agreement. No early termination penalties were incurred by Ralcorp.

As previously disclosed, on November 4, 2010, Ralcorp and Ralcorp Receivables, LLC (~~Address~~formerly Ralcorp Receivables Corporation) (the “SPE”) entered into an Amended and Restated Receivables Purchase Agreement (as amended, ~~including~~supplemented ~~Zip~~or ~~Code~~otherwise modified prior to the date hereof, the “Receivables Purchase Agreement”) with the “Commercial Paper Conduits” party thereto, the “Committed Purchasers” party thereto, the “Funding Agents” party thereto, and JPMorgan Chase Bank, N.A., as agent (the “Agent”), and Ralcorp and certain of ~~Principal Executive~~Ralcorp’s ~~Offices~~subsidiaries entered into an Amended Restated Receivables Sale Agreement (as amended, supplemented or otherwise modified prior to the date hereof, the “Receivables Sale Agreement”) with the SPE.

~~Registrant~~On January 29, 2013, in connection with the Merger, as defined in Item 2.01 of this Current Report on Form 8-K, Ralcorp, the SPE and certain of Ralcorp’s ~~telephone~~subsidiaries ~~number~~entered into a Payoff, ~~including~~Termination ~~area~~and ~~code~~Release ~~(314)~~Agreement ~~877-7000~~with the Agent, the “Purchasers” party thereto, and the “Funding Agents” party thereto and paid all amounts owing under the Receivables Purchase Agreement and terminated the Receivables Purchase Agreement and the Receivables Sale Agreement. No early termination penalties were incurred by Ralcorp, the SPE or any of Ralcorp’s subsidiaries.

~~Check~~Item ~~the~~2.01. Completion ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~Acquisition ~~registrant under~~or ~~any~~Disposition of ~~the following provisions:~~ Assets.

¨On ~~Written~~January ~~communications~~29, ~~pursuant~~2013, toRalcorp ~~Rule~~completed ~~425~~the ~~under~~merger contemplated by the ~~Securities~~Agreement ~~Act~~and Plan of Merger dated as of November 26, 2012 (17the ~~CFR~~“Merger ~~230~~Agreement”) among Ralcorp, ConAgra Foods, Inc.~~425~~ (“ConAgra Foods”) and Phoenix Acquisition Sub Inc., a wholly-owned subsidiary of ConAgra Foods (“Merger Subsidiary”). Pursuant to the Merger Agreement, Ralcorp was acquired by ConAgra Foods through a merger of Merger Subsidiary with and into Ralcorp (the “Merger”), with Ralcorp surviving the Merger as a wholly-owned subsidiary of ConAgra Foods (the “Surviving Corporation”).

¨At ~~Soliciting~~the ~~material~~effective ~~pursuant~~time toof ~~Rule~~the ~~14a-12~~Merger ~~under~~(the “Effective Time”), (i) each outstanding share of Ralcorp common stock was converted into the ~~Exchange~~right ~~Act~~to receive $90.00 in cash, without interest, and (17ii) ~~CFR~~(a) ~~240~~Ralcorp stock options, stock appreciation rights, restricted stock units and restricted shares of Ralcorp common stock automatically vested (to the extent unvested) and were converted into the right to receive $90.~~14a~~00 in cash, without interest, for each share subject to the award (in the case of options and stock appreciation rights, less the per-12share exercise price for each share subject to the award), and (b) any dividends and interest thereon accrued but unpaid as of the Effective Time with respect to restricted shares and restricted stock units automatically vested and were paid or delivered to the holders of such restricted shares and restricted stock units. The total amount of consideration paid in connection with the Merger was approximately $5.08 billion. ConAgra Foods funded the merger consideration with existing cash on hand, borrowings under its new term loan facility, its existing revolving credit facility and its commercial paper program, and proceeds from the issuance of new senior notes and common stock.

¨The ~~Pre-commencement~~foregoing ~~communications~~description ~~pursuant~~of the Merger and the Merger Agreement does not purport to ~~Rule~~be ~~14d-2(b)~~complete ~~under~~and is qualified in its entirety by reference to the ~~Exchange~~full ~~Act~~text ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~Merger Agreement,

¨which ~~Pre-commencement~~was ~~communications~~filed ~~pursuant~~as Exhibit 2.1 to ~~Rule~~Ralcorp’s ~~13e~~Current Report on Form 8-4K ~~under~~with the U.S. Securities and Exchange ~~Act~~Commission (17the ~~CFR~~“SEC”) ~~240~~on November 29, 2012, and which is incorporated herein by reference.~~13e-4(c))~~

Item 13.01. Notice ~~Entry~~of ~~into~~Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Supplemental~~On ~~Indenture~~January 29, 2013, in connection with the Merger, Ralcorp notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that trading of Ralcorp common stock on the NYSE be suspended after the close of trading on January 29, 2013. In addition, Ralcorp requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist Ralcorp common stock from the NYSE and deregister Ralcorp common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On January 29, 2013, in accordance with Ralcorp’s request, the NYSE filed the Form 25 with the SEC. Ralcorp intends to file a certification and notice of termination on Form 15 requesting that Ralcorp’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

AsItem ~~previously reported in its Current Report on Form 8-K filed on August 8, 2008, Cable Holdco, Inc~~3. ~~entered into an indenture (the “Indenture”) dated August 4, 2008 with Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under which Cable Holdco, Inc~~03. ~~issued~~ Material ~~(i) $577,500,000~~Modification aggregate principal amount of its 7.29% Senior Notes due 2018 (the “2018 Fixed Rate Notes”), (ii) $20,000,000 aggregate principal amount of its Floating Rate Notes (the “Floating Rate Notes”), (iii) $67,000,000 aggregate principal amount of its Senior Notes due 2020 (the “2020 Fixed Rate Notes,” and together with the 2018 Fixed Rate Notes and the Floating Rate Notes, the “Notes”). On the same date Ralcorp Mailman LLC and Ralcorp Holdings, Inc. (“Ralcorp” or the “Company”), each executed a supplemental indenture (the “First Supplemental Indenture” and “Second Supplemental Indenture”, respectively) to ~~the~~Rights ~~Indenture pursuant to which Ralcorp ultimately assumed the obligations~~ of ~~Cable~~Security ~~Holdco, Inc~~Holders. under the Indenture and on January 17, 2012, Ralcorp and the Trustee entered into a Third Supplemental Indenture with respect to the Indenture (the “Third Supplemental Indenture”) pursuant to which, among other things, the parties amended certain covenants and consented to certain matters in connection with the separation of the Post cereals business. On January 18, 2013, Ralcorp and the Trustee entered into a Fourth Supplemental Indenture with respect to the Indenture (the “Fourth Supplemental Indenture”) which amends the interest expense coverage ratio covenant to provide that Ralcorp shall maintain an interest expense coverage ratio of not less than 2.75 to 1 on a consolidated basis as of the end of each period of four fiscal quarters of the Company, except that with respect to the four fiscal quarters ending December 31, 2012, such interest expense coverage ratio shall not be less than 2.5 to 1.

~~Note~~The ~~Purchase~~information ~~Agreement~~set ~~Amendments~~forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

~~Also~~Item on January 18, 2013, Ralcorp entered into a Fourth Amendment (the “Fourth Amendment to the 2003 Note Purchase Agreement”) with respect to Note Purchase Agreement dated as of May 22, 2003, as amended (the “2003 Note Purchase Agreement”), and a Second Amendment (the “Second Amendment to the 2009 Note Purchase Agreement”) with respect to Note Purchase Agreement dated as of May 28, 2009 (the “2009 Note Purchase Agreement”)5.01. Change The amendments to the 2003 Note Purchase Agreement and the 2009 Note Purchase Agreement amend the interest expense coverage ratio covenants contained therein so that they are substantially similar to the covenant set forth in ~~the~~Control ~~Fourth~~of ~~Supplemental Indenture~~Registrant.

~~Credit Agreement~~As ~~Amendment~~a result of the Merger, a change of control of Ralcorp occurred and Ralcorp became a wholly-owned subsidiary of ConAgra Foods. The information set forth in Items 2.01 and 3.01 is incorporated herein by reference.

OnItem ~~January 18, 2013, Ralcorp entered into Amendment No~~5. ~~2 to Credit Agreement (the “Second Credit Agreement Amendment”) relating to Ralcorp’s Credit Agreement dated as of May 1, 2012 (the “Credit Agreement”) with JPMorgan Chase Bank, N~~02.~~A.,~~ Departure ~~individually and as administrative agent, and the lenders party thereto, to amend the interest expense coverage ratio covenant to provide that Ralcorp shall maintain an interest expense coverage ratio~~ of ~~not~~Directors ~~less~~or ~~than~~Certain ~~2.75~~Officers; toElection ~~1 as~~ of ~~the~~Directors; ~~end~~Appointment of ~~each~~Certain ~~fiscal~~Officers; ~~quarter~~Compensatory ofArrangements the Company, except that with respect to the fiscal quarter ending December 31, 2012, such interest expense coverage ratio shall not be less than 2.5 to 1. The Second Credit Agreement Amendment also clarified that the amendment to the definition of ~~“EBIT”~~Certain ~~included in that certain Amendment No~~Officers. 1 to Credit Agreement and Waiver, dated November 27, 2012, by and among Ralcorp, JPMorgan Chase Bank, N.A. and the lenders party thereto, was never effected pursuant to such amendment and the definition of “EBIT” remains as set forth in the Credit Agreement.

~~The~~In ~~foregoing~~connection ~~descriptions~~with ~~are~~the ~~qualified~~Merger, inon ~~their~~January ~~entirety~~29, ~~by reference~~2013, (i) the directors of Merger Subsidiary immediately prior to the ~~Indenture~~Effective Time became the directors of the Surviving Corporation, (ii) each director of Ralcorp immediately prior to the Effective Time ceased his service as ~~amended~~a director of Ralcorp and (iii) Mr. Kevin J. Hunt, ~~the~~Ralcorp’s ~~2003~~Chief ~~Note~~Executive ~~Purchase~~Officer ~~Agreement~~and President, asceased ~~amended~~his employment with Ralcorp and became a consultant to ConAgra Foods. In addition, in connection with the ~~2009~~Merger, ~~Note~~Ralcorp ~~Purchase~~terminated ~~Agreement~~its Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees, each as amended, and ~~the~~following ~~Credit~~such ~~Agreement~~termination, amounts deferred (which, as ~~amended~~previously disclosed in the definitive proxy statement filed by Ralcorp on December 28, ~~copies~~2012 ofin connection with the Merger, represent amounts previously earned) became distributable to plan participants, which ~~are~~include ~~included~~Ralcorp’s asnamed ~~Exhibits~~executive ~~4.1-4.5~~officers, ~~and~~in ~~10.1-10.11~~amounts ~~hereto~~equal ~~and~~to ~~are incorporated~~each ~~herein~~participant’s byaccount ~~reference.~~balance as of the Effective Time.

Item 25.03. Amendments ~~Creation~~to Articles of aIncorporation ~~Direct Financial Obligation~~ or anBylaws; ~~Obligation~~Change ~~Under~~in anFiscal ~~Off-Balance Sheet Arrangement of a Registrant~~Year.

~~Item~~ Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Surviving Corporation were amended and restated in their entirety (the “Amended and Restated Articles of Incorporation”). In addition, at the Effective Time, the bylaws of Merger Subsidiary in effect immediately prior to the Effective Time became the bylaws (the “Bylaws”) of the Surviving Corporation. Copies of the Amended and Restated Articles of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.012 isto this Current Report, respectively, and are incorporated herein by reference ~~herein~~.

Item 95.0107. Submission ~~Financial~~of ~~Statements~~Matters ~~and~~to ~~Exhibits~~a Vote of Security Holders.

On January 29, 2013, Ralcorp held a special meeting of shareholders (dthe “Special Meeting”) ~~Exhibits~~to submit the following proposals to a vote of its shareholders: (i) to approve the Merger Agreement (the “Merger Proposal”), (ii) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers that was based on or otherwise related to the Merger (the “Advisory Vote on Executive Compensation”) and (iii) to approve an adjournment of the Special Meeting, if necessary to solicit additional proxies if there were not sufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). The Merger Proposal, the Advisory Vote on Executive Compensation and the Adjournment Proposal are described in detail in Ralcorp’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 28, 2012.

~~The~~Voting ~~Exhibits~~results toof ~~this Current~~the ~~Report~~special onmeeting ~~Form~~are ~~8-K~~as ~~are~~follows. Holders ~~listed~~of 43,535,349 inshares of Ralcorp common stock, representing approximately 78.2% of the ~~Exhibit~~shares ~~Index~~of toRalcorp ~~this~~common ~~report~~stock outstanding as of the record date for the Special Meeting, ~~which~~were ~~Index~~present isin ~~incorporated~~person ~~herein~~or by ~~reference.~~proxy, and a summary of the voting results for each proposal is set forth below:

Merger Proposal:

FOR	AGAINST	ABSTAIN

43,336,418	186,850	12,081

Advisory Vote on Executive Compensation:

FOR	AGAINST	ABSTAIN

19,567,279	21,058,139	2,909,931

Adjournment Proposal:

FOR	AGAINST	ABSTAIN

39,953,213	3,547,202	39,934

The votes in favor of the Merger Proposal represented 77.8% of the shares of Ralcorp common stock outstanding as of the record date for the Special Meeting and 99.5% of the shares of Ralcorp common stock present at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of November 26, 2012, among Ralcorp Holdings, Inc., ConAgra Foods, Inc. and Phoenix Acquisition Sub Inc. (incorporated by reference to Exhibit 2.1 to Ralcorp Holdings, Inc.’s Current Report on Form 8-K filed on November 29, 2012)

3.1	Amended and Restated Articles of Incorporation of Ralcorp Holdings, Inc.

3.2	Bylaws of Ralcorp Holdings, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: January 24, 2013		Ralcorp Holdings, Inc. (Registrant)
			RALCORP HOLDINGS, INC.
		By:		/s/ Scott Monette
Date:	January 29, 2013		By:	/s/ Scott Monette
				Scott Monette
				Name:	Scott Monette
				Chief Financial Officer
				Title:	Corporate Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
4.1		Indenture, dated August 4, 2008, between Cable Holdco, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed August 8, 2008)
2.1	Agreement and Plan of Merger, dated as of November 26, 2012, among Ralcorp Holdings, Inc., ConAgra Foods, Inc. and Phoenix Acquisition Sub Inc. (incorporated by reference to Exhibit 2.1 to Ralcorp Holdings, Inc.’s Current Report on Form 8-K filed on November 29, 2012)
4.2		First Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Mailman LLC and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Company’s form 8-K filed August 8, 2008)
3.1	Amended and Restated Articles of Incorporation of Ralcorp Holdings, Inc.
4.3		Second Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed August 8, 2008)
3.2	Bylaws of Ralcorp Holdings, Inc.
4.4		Third Supplemental Indenture, dated January 17, 2012, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed January 18, 2012)
4.5		Fourth Supplemental Indenture, dated January 18, 2013, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas
10.1		Note Purchase Agreements dated as of May 22, 2003 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2003)
10.2		First Amendment dated as of December 22, 2005 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D and E and F Senior Notes (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended December 31, 2005)
10.3		Second Amendment dated as of July 9, 2008 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D, E, F, G, H, I and J Senior Notes (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K on August 8, 2008)
10.4		Third Amendment and Consent dated as of January 17, 2012 to Note Purchase Agreements dated as of May 22, 2003 and Series C, D, E, F, I, and J Senior Notes (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed January 18, 2012)
10.5		Fourth Amendment and Consent dated as of January 18, 2013 to Note Purchase Agreements dated as of May 22, 2003 and Series C, D, E, F, I, and J Senior Notes
10.6		Note Purchase Agreement dated May 28, 2009 for $50,000,000 7.45% Senior Notes, Series 2009A, due May 28, 2019 and $50,000,000 7.60% Senior Notes, Series 2009B, due May 28, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed June 3, 2009)
10.7		First Amendment and Consent dated January 17, 2012 to Purchase Agreements dated as of May 28, 2009 and Series A and B Senior Notes (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed January 18, 2012)
10.8		Second Amendment and Consent dated January 18, 2013 to Purchase Agreements dated as of May 28, 2009 and Series A and B Senior Notes

10.9		Amended and Restated Credit Agreement dated as of May 1, 2012, among Ralcorp and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 4, 2012)
10.10		Amendment No. 1 to Credit Agreement and Waiver, dated November 27, 2012, by and among Ralcorp Holdings, Inc., JPMorgan Chase Bank, N.A. and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 29, 2012)
10.11		Amendment No. 2 to Credit Agreement, dated January 18, 2013, by and among Ralcorp Holdings, Inc., JPMorgan Chase Bank, N.A. and the lenders party thereto

Filing Compare · RALCORP HOLDINGS INC /MO