UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 26, 2005
Darden Restaurants, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 1-13666 59-3305930
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
5900 Lake Ellenor Drive, Orlando, Florida 32809
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (407) 245-4000
Not Applicable
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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:
[ ] 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 5.03. Amendments to Articles of Incorporation or Bylaws.
On May 26, 2005, Darden Restaurants, Inc., a Florida corporation (the
"Company") amended its Articles of Incorporation to fix the designations,
preferences, limitations and relative rights of its Series A Participating
Cumulative Preferred Stock, issuable pursuant to the Rights Agreement, dated as
of May 16, 2005, by and between the Company and Wachovia Bank, National
Association. The full text of the articles of amendment is attached as Exhibit
3.1 hereto and incorporated by reference herein. The full text of the Rights
Agreement is attached as Exhibit 4.1 hereto and incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(C) Exhibits. The following exhibits are filed as part of this report:
3.1 Articles of Amendment to Articles of Incorporation, dated
as of May 26, 2005.
4.1 Rights Agreement, dated as of May 16, 2005, by and between
Darden Restaurants, Inc. and Wachovia Bank, National
Association, as Rights Agent (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K, filed with the Securities and Exchange
Commission on May 16, 2005).
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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.
Date: May 27, 2005
DARDEN RESTAURANTS, INC.
By: /s/ Paula J. Shives
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Name: Paula J. Shives
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Articles of Amendment to Articles of Incorporation, dated May 26,
2005.
4.1 Rights Agreement, dated as of May 16, 2005, by and between Darden
Restaurants, Inc. and Wachovia Bank, National Association, as
Rights Agent (incorporated herein by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 16, 2005).
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