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
Date of report (date of earliest event reported): July 30, 2012
Ralcorp Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Missouri | 1-12619 | 43-1766315 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
800 Market Street
St. Louis, Missouri 63101
(Address, including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code (314) 877-7000
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:
| ¨ | 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 under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On July 23, 2012, information regarding Ralcorp Holdings, Inc. (the “Company”) projections for the third quarter of fiscal 2012 and certain cost reduction opportunities in connection with the Company’s previously announced accelerated cost reduction program was inadvertently posted to the Company’s website. On July 30, 2012, upon realizing this information had been posted, the Company removed the information from its website. The information inadvertently posted was preliminary in nature and incomplete and should not be relied upon by anyone who viewed, or has been provided with, the information.
The information in this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 thereunto duly authorized.
| Date: July 31, 2012 | Ralcorp Holdings, Inc. | |||
| (Registrant) | ||||
| By: | /s/ S. Monette | |||
| S. Monette | ||||
| Corporate Vice President and Chief Financial Officer | ||||