424(b)(2)
33-52649
33-52649-01
PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 11, 1994)
7,000,000 Preferred Securities
[ConAgra logo]
ConAgra Capital, L.C.
Series B Adjustable Rate Cumulative Preferred Securities
(liquidation preference $25 per security)
guaranteed on a limited basis
to the extent set forth herein by
and exchangeable in certain limited
circumstances for debt securities of
ConAgra, Inc.
-------------
The Series B Adjustable Rate Cumulative Preferred Securities (the
"Series B Preferred Securities") offered hereby are being issued by ConAgra
Capital, L.C., a limited liability company organized under the laws of Iowa
("ConAgra Capital" or the "Company"). ConAgra Capital is an indirectly
wholly-owned finance subsidiary of ConAgra, Inc. ("ConAgra") formed solely
for the purpose of issuing preferred and common securities and lending the
proceeds thereof to ConAgra.
The payment of dividends, if and to the extent declared out of moneys
held by ConAgra Capital and legally available therefor, and payments on
liquidation or redemption with respect to the Series B Preferred Securities
are guaranteed on a limited basis by ConAgra. See "Description of the
Limited Guarantee." The Series B Preferred Securities will entitle holders
to receive cumulative preferential cash dividends accruing from June 8,
1994, and payable monthly in arrears on the last day of each calendar month
of each year, commencing June 30, 1994. The dividend rate for the dividend
periods ending on June 30, July 31 and August 31, 1994 will be 7.06% per
annum. Thereafter, the dividend rate on the Series B Preferred Securities
will be equal to .95% of the Effective Rate (as defined below) in effect
from time to time, but in no event less than 5.0% or more than 10.5% per
annum. The "Effective Rate" for each monthly dividend period will be the
highest of the "Treasury Bill Rate", the "Ten Year Constant Maturity Rate"
and the "Thirty Year Constant Maturity Rate" determined for the Quarterly
Period (as defined below) in which such dividend period occurs. See
"Certain Terms of the Series B Preferred Securities -- Dividends".
The Series B Preferred Securities are redeemable, at the option of
ConAgra Capital (with ConAgra's consent), in whole or in part, from time to
time, on or after June 30, 1999 at $25 per security plus accumulated and
unpaid dividends to the date fixed for redemption (the "Applicable Price"),
and will be redeemed at such price from the proceeds of any permanent
repayment of ConAgra Capital's loan to ConAgra of the proceeds from the
sale of the Series B Preferred Securities offered hereby. ConAgra may at
any time after a Tax Event (as defined herein) cause ConAgra Capital (i)
to exchange the Series B Preferred Securities for Series B Debentures
having an aggregate principal amount and accrued and unpaid interest equal
to the Applicable Price and an interest rate thereon equal to the dividend
rate on the Series B Preferred Securities or (ii) in certain circumstances
relating to the non-deductibility of interest on the Series B Debentures,
to redeem the Series B Preferred Securities at the Applicable Price. If the
Series B Preferred Securities are exchanged for Series B Debentures,
ConAgra has agreed to use its best efforts to have the Series B Debentures
listed on the same exchange on which the Series B Preferred Securities are
listed. See "Certain Terms of the Series B Preferred Securities" and
"Description of the Preferred Securities--Redemption".
In the event of the liquidation of ConAgra Capital, holders of Series
B Preferred Securities then outstanding will be entitled to receive for
each such Preferred Security a liquidation preference of $25 plus
accumulated and unpaid dividends to the date of payment, subject to certain
limitations. Prior to June 30, 1999, payment of such liquidation preference
shall be made by distributing to each holder of Series B Preferred
Securities one or more Series B Debentures having an aggregate principal
amount and accrued and unpaid interest equal to such liquidation
preference. See "Certain Terms of the Series B Preferred Securities" and
"Description of the Preferred Securities - Liquidation Distribution".
For a description of the various contractual backup undertakings of
ConAgra relating to the Preferred Securities, see "Description of the
Preferred Securities - Miscellaneous", "Description of the Limited
Guarantee", "Certain Terms of the Series B Debentures" and "Description of
the Debentures" herein. ConAgra's obligations under the Limited Guarantee
are subordinate and junior in right of payment to all other liabilities of
ConAgra and its obligations under the Series B Debentures are subordinated
and junior in right of payment to all Senior Indebtedness (as defined) of
ConAgra.
The Series B Preferred Securities have been approved for listing on
the New York Stock Exchange, subject to official notice of issuance.
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting Proceeds
to
Price to Discounts and Company
Public (1) Commissions (2) (1)(3)(4)
<S> <C> <C> <C>
Per Preferred
Security ... $25.00 (3) $25.00
Total (4)
............. $175,000,000 (3) $175,000,000
<FN>
(1) Plus accrued dividends, if any, from June 8, 1994.
(2) ConAgra Capital and ConAgra have agreed to indemnify the
several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
See "Underwriting".
(3) Because the proceeds of the sale of the Series B Preferred
Securities will be loaned to ConAgra, ConAgra has agreed to
pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the loan of such proceeds
$.7875 per Series B Preferred Security (or $5,512,500 in the
aggregate); provided that such compensation will be $.50 per
Series B Preferred Security sold to certain institutions.
Therefore, to the extent that Series B Preferred Securities
are sold to such institutions, the actual amount of
Underwriters' Compensation will be less than the amount
specified in the preceding sentence. See "Underwriting".
(4) Expenses of the offering, which are payable by ConAgra, are
estimated to be $255,000.
</TABLE>
-------------
The Series B Preferred Securities offered by this Prospectus
Supplement are offered by the Underwriters subject to prior sale,
withdrawal, cancellation or modification of the offer without notice, to
delivery to and acceptance by the Underwriters and to certain further
conditions. It is expected that delivery of certificates for the
Preferred Securities will be made only in book-entry form through the
facilities of The Depository Trust Company on or about June 8, 1994.
-------------
Smith Barney Inc. Merrill Lynch & Co.
Dean Witter Reynolds Inc.
A.G. Edwards & Sons, Inc.
Goldman, Sachs & Co.
PaineWebber Incorporated
Salomon Brothers Inc
June 1, 1994
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER- ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES B PREFERRED SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
CONAGRA
ConAgra is a diversified food company operating across the food chain
in three industry segments: Agri-Products, Trading & Processing, and
Prepared Foods.
In the Agri-Products segment, ConAgra is a leading distributor of crop
protection chemicals. ConAgra also formulates pesticides, produces animal
health care products and markets animal health care products by direct
mail. ConAgra is a producer of formula feed and feed additives; a
distributor, merchandiser, and marketer of fertilizer; and a specialty
retailer with over 200 farm stores and fabric and crafts stores located
principally in agricultural areas.
In the Trading & Processing segment, ConAgra is a leading U.S. flour
miller. ConAgra also mills oats and dry corn; manufactures brewers malt;
packages private label flour, corn meal, and mixes; markets specialty food
ingredients; and merchandises feed ingredients. ConAgra is a worldwide
trader of grain, oilseeds, fertilizer, edible beans and peas, sulfur, wool
and other commodities. ConAgra has processing and/or trading operations in
Canada, Australia, Europe, Asia and Latin America as well as in the U.S.
In the Prepared Foods segment, ConAgra is a leading producer and
marketer of frozen prepared foods, shelf-stable prepared foods, fresh red
meats, branded processed red meats, chicken and turkey products, seafood
products, cheese and other dairy products and potato products. ConAgra
markets steaks and other premium food products by direct mail and
manufactures and markets pet accessories and home sewing products.
ConAgra's prepared food brands include Armour, Chun King Frozen, Banquet,
Healthy Choice, Kid Cuisine, Country Pride, Country Skillet, Monfort,
Pfaelzer, Longmont, Morton, Patio, Taste O'Sea, Decker, Armour Classics,
Golden Star, Webber Farms, World's Fare, Cook's, Singleton, Hunt's, Wesson,
Manwich, Orville Redenbacher's, Peter Pan, Snack Pack, Swiss Miss, La Choy,
Rosarita, Gebhardt, Butterball, Swift Premium, Eckrich, Treasure Cave,
County Line, Reddi-Wip and Act II.
CONAGRA CAPITAL, L.C.
ConAgra Capital, an indirectly wholly-owned finance subsidiary of
ConAgra, is a limited liability company organized under the laws of Iowa.
ConAgra Capital's principal executive offices are presently located at One
ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000. The
principal executive offices of the Managing Members (as defined in the
Prospectus) of ConAgra Capital are presently located at One ConAgra Drive,
Omaha, Nebraska 68102-5001, telephone (402) 595- 4000. ConAgra indirectly
owns all of the common interests ("Common Securities") of ConAgra Capital,
which Common Securitiesare nontransferable. The ConAgra subsidiaries that
hold the Common Securities have unlimited liability for the debts,
obligations and liabilities of ConAgra Capital. ConAgra Capital exists
solely for the purpose of issuing preferred and common securities and
lending the proceeds from the issuance thereof to ConAgra.
Financial statements of ConAgra Capital will be made available to the
holders of the Series B Preferred Securities as soon as practicable after
the end of ConAgra Capital's fiscal year.
SERIES A PREFERRED SECURITIES
ConAgra Capital has $100,000,000 aggregate principal amount of its 9%
Series A Cumulative Preferred Securities (the "Series A Preferred
Securities") outstanding entitled to cumulative preferential cash dividends
at an annual rate of 9% of the liquidation preference of $25 per security,
accruing from April 27, 1994, and payable monthly in arrears on the last
day of each calendar month of each year, commencing May 31, 1994. The
Series A Preferred Securities are redeemable, at the option of ConAgra
Capital (with ConAgra's consent), in whole or in part, from time to time,
on or after May 31, 1999 at $25 per security plus accumulated and unpaid
dividends to the date of redemption, and will be redeemed at such price
from the proceeds of any permanent repayment of the Series A Debentures
issued by ConAgra to ConAgra Capital upon the loan to ConAgra of the
proceeds from the sale of the Series A Preferred Securities. ConAgra may,
at any time after a Tax Event occurring after April 20, 1994, cause ConAgra
Capital (i) to exchange the Series A Preferred Securities for Series A
Debentures or (ii) in certain circumstances relating to the
non-deductibility of interest on the Series A Debentures, to redeem the
Series A Preferred Securities at the Applicable Price. The Series A
Preferred Securities were sold on April 27, 1994 and are listed on the New
York Stock Exchange.
The Series B Preferred Securities and the Series A Preferred
Securities rank pari passu with each other with respect to dividends,
payments under the Limited Guarantee and payments upon liquidation of the
assets of ConAgra Capital. See "Description of Preferred Securities" and
"Description of the Limited Guarantee" in the Prospectus. The Series B
Debentures and the Series A Debentures rank pari passu with each other and
are subordinate in right of payment to all Senior Indebtedness (as
defined) of ConAgra. See "Description of the Debentures - Subordination"
in the Prospectus.
CERTAIN INVESTMENT CONSIDERATIONS
Prospective purchasers of Series B Preferred Securities should
carefully review the information contained elsewhere in this Prospectus
Supplement and in the Prospectus and should particularly consider the
following matters:
Subordinated Obligations; Additional Leverage Not Restricted.
ConAgra's obligations under the Limited Guarantee are subordinate and
junior in right of payment to all other liabilities of ConAgra and its
obligations under the Subordinated Indenture are subordinate and
junior in right of payment to all Senior Indebtedness of ConAgra. As
of February 27, 1994, ConAgra had approximately $4,811.7 million of
Senior Indebtedness outstanding (inclusive of current installments
and short-term notes payable). Neither the Limited Guarantee nor the
Series B Debentures limit ConAgra's ability to incur additional Senior
Indebtedness or to issue securities or enter into guarantees that rank
pari passu with the Limited Guarantee and the Series B Debentures.
See "Description of the Limited Guarantee -- Status of the Limited
Guarantee" and "Description of the Debentures -- Subordination" in the
Prospectus.
Potential Extension of Payment Period; Certain United States
Federal Income Tax Consequences. ConAgra has the right under the
Series B Debentures to extend interest payment periods for up to 18
months, and, as a consequence, monthly dividends on the Series B
Preferred Securities can be deferred by ConAgra Capital (but will
continue to accumulate) during any such extended interest payment
period. If ConAgra exercises this right, ConAgra may not declare
dividends on any shares of its preferred or common stock, and
therefore, the extension of a payment period is, in the view of
ConAgra Capital and ConAgra, remote. See "Description of the
Debentures -- Interest" in the Prospectus. In addition, if ConAgra
Capital fails to pay dividends on the Series B Preferred Securities
for 18 consecutive monthly dividend periods, the holders of a
majority of the Series B Preferred Securities, together with the
holders of any other preferred securities in ConAgra Capital having
the right to vote for the appointment of a trustee in such event,
acting as a single class, will be entitled to appoint a trustee to
enforce ConAgra Capital's rights under the Series B Debentures against
ConAgra, enforce ConAgra's obligations under the Limited Guarantee and
pay dividends on the Series B Preferred Securities. See "Description
of Preferred Securities -- Voting Rights" in the Prospectus.
Should an extended interest payment period occur, beneficial
owners of Series B Preferred Securities will be required to include
interest accruing on the Series B Debentures in gross income for U.S.
federal income tax purposes in advance of the receipt of cash, and any
beneficial owners who dispose of Series B Preferred Securities prior
to the record date for payment of dividends following such period will
have included such interest in gross income but will not receive cash
related thereto from ConAgra Capital or ConAgra. See "Certain United
States Federal Income Tax Consequences -- Potential Extension of
Payment Period" in the Prospectus.
Redemption Upon the Occurrence of Certain Tax Events. Upon the
occurrence of a Tax Event that would result in the non-deductibility
by ConAgra of interest on the Series B Debentures even if the Series
B Debentures were exchanged for the Series B Preferred Securities,
ConAgra would have the right to redeem the Series B Preferred
Securities at $25 per security plus accumulated and unpaid dividends
to the date fixed for redemption, but without a premium. See "Certain
Terms of the Series B Preferred Securities" and "Description of the
Preferred Securities--Redemption".
SELECTED FINANCIAL DATA OF CONAGRA
The financial information set forth below has been derived from the
audited and unaudited consolidated financial statements of ConAgra. The
information should be read in connection with, and is qualified in its
entirety by reference to, ConAgra's financial statements and notes thereto
incorporated by reference herein. The interim data reflect all
adjustments, consisting of only normal recurring adjustments, which, in the
opinion of the management of ConAgra, are necessary to present fairly such
information for the interim periods. The results of operations for the
nine month periods presented are not necessarily indicative of the results
expected for a full year or any other interim period.
<TABLE>
<CAPTION>
Nine Months Ended For the Fiscal
February Year Ended May
1994 1993 1993 1992 1991(1)
(amounts in millions, except ratio data)
<S> <C> <C> <C> <C> <C>
Income statement
data:
Net sales $17,623.8 $16,140.8 $21,519.1 $21,219.0 $20,177.4
Costs of goods sold 15,380.9 13,980.9 18,640.4 18,195.0 17,449.0
Selling,
administrative &
general expense 1,545.7 1,509.6 2,014.3 2,136.3 1,874.9
Interest expense 194.7 204.6 258.4 317.5 309.8
Equity in earnings
of affiliates 4.6 18.9 25.4 17.5 13.0
Income before
income taxes and
cumulative effect
of accounting change 507.1 464.6 631.4 587.7 556.7
Income taxes 201.8 176.2 239.9 215.3 224.7
Net income before
cumulative effect
of accounting change 305.3 288.4 391.5 372.4 332.0
Cumulative effect
of accounting
change(2) - (121.2) (121.2) - -
Net income 305.3 167.2 270.3 372.4 332.0
Less preferred
dividends 18.0 18.0 24.0 24.5 19.5
Net income
available to common
stock 287.3 149.2 246.3 347.9 312.5
Balance sheet data
at period end:
Cash and cash
equivalents $76.2 $99.2 $257.0 $354.8 $721.9
Working capital 164.8 301.2 214.1 289.9 352.2
Property, plant and
equipment, net 2,524.8 2,314.8 2,388.2 2,276.8 2,215.4
Total assets 11,781.7 10,904.5 9,988.7 9,758.7 9,852.4
Short-term notes
payable and current
installments of
long-term debt 2,737.3 2,078.2 710.1 390.3 810.6
Senior long-term
debt 1,308.4 1,553.2 1,393.2 1,694.4 1,886.8
Subordinated debt 766.0 766.0 766.0 430.0 430.0
Preferred shares
subject to mandatory
redemption 355.6 355.9 355.9 356.0 356.1
Common
stockholders' equity 2,129.1 2,010.9 2,054.5 2,232.3 1,933.2
Other data:
Capital
expenditures $294.4 $206.5 $341.0 $369.6 $414.9
Depreciation and
amortization 272.7 259.3 348.7 319.3 285.2
Ratio of earnings
to combined fixed
charges and
preferred stock dividends 2.6x 2.5x 2.5x 2.2x
2.2x
<FN>
(1) In August 1990 Beatrice Company became a wholly-owned subsidiary
of ConAgra.
(2) One-time cumulative effect of change in accounting for nonpension
postretirement benefits.
</TABLE>
USE OF PROCEEDS
The proceeds from the offering (prior to deducting Underwriters'
Compensation and estimated expenses) will be $175,000,000. The proceeds
from the sale of the Series B Preferred Securities will be loaned to
ConAgra to be used for general corporate purposes, including the reduction
of outstanding borrowings under short-term credit facilities. Accordingly,
ConAgra has agreed to pay the Underwriters' Compensation to the
Underwriters, as set forth in Note (3) on the cover page of this Prospectus
Supplement.
CAPITALIZATION
The following table sets forth the unaudited summary of short-term
obligations and capitalization of ConAgra and its consolidated
subsidiaries at February 27, 1994 and as adjusted to give effect to the
sale of the Series B Preferred Securities offered hereby and the
application of the proceeds therefrom as described under "Use of
Proceeds" herein and the sale of $100,000,000 of Series A Preferred
Securities on April 27, 1994 and the application of the proceeds
therefrom. The table should be read in conjunction with ConAgra's
consolidated financial statements and notes thereto and other
financial data incorporated by reference herein. See "Incorporation of
Certain Documents by Reference" in the accompanying Prospectus.
February 27, 1994
____________________________
Actual As Adjusted
(in millions)
Short-term obligations
(including notes payable
and current installments
of long-term debt) ........ $2,737.3 $2,471.5
-------- --------
-------- --------
Senior long-term debt
(excluding current
installments) ............. $1,308.4 $1,308.4
Subordinated debt .......... 766.0 766.0
Preferred securities of
consolidated subsidiary ... -0- 275.0
Preferred shares subject to
mandatory redemption ...... 355.6 355.6
Common stockholders' equity. 2,129.1 2,129.1
-------- --------
Total capitalization . $4,559.1 $4,834.1
________ ________
CERTAIN TERMS OF THE SERIES B PREFERRED SECURITIES
General
The following summary of certain terms and provisions of the Series B
Preferred Securities supplements the description of certain terms and
provisions of the Preferred Securities of any series set forth in the
accompanying Prospectus under the heading "Description of Preferred
Securities," to which description reference is hereby made. Capitalized
terms (and the term "dividends") used in this Prospectus Supplement shall
have the meanings ascribed to them in the Prospectus unless otherwise
defined in this Prospectus Supplement. The Series B Preferred Securities
constitute a series of Preferred Securities in ConAgra Capital, which
Preferred Securities may be issued from time to time in one or more series
with such designations, dividend rights, liquidation value per security,
redemption provisions, voting rights and other rights, preferences,
privileges, limitations and restrictions as are established by the Articles
of Organization of ConAgra Capital (the "Certificate"), the Operating
Agreement of ConAgra Capital (the "Agreement") and written action (the
"Resolutions") adopted, or to be adopted, by the Subsidiaries, in their
capacity as holders of all of ConAgra Capital's common interests (the
"Managing Members"). The summary of certain terms and provisions of the
Series B Preferred Securities set forth below does not purport to be
complete and is subject to, and qualified in its entirety by reference to,
the Certificate, the Agreement and the Resolutions adopted by the Managing
Members establishing the rights, preferences, privileges, limitations and
restrictions relating to the Series B Preferred Securities. References to
the Resolutions are qualified in their entirety by reference to the text of
the Resolutions, which will be substantially in the form filed as an
exhibit to the Registration Statement of which this Prospectus Supplement
forms a part.
Dividends
Dividends on the Series B Preferred Securities will be cumulative,
will accrue from June 8, 1994 and will be payable monthly in arrears on the
last day of each calendar month of each year, commencing June 30, 1994,
when, as and if declared by the Managing Members, except as otherwise
described under "Description of Preferred Securities -- Dividends" in the
accompanying Prospectus, to holders of record on the Business Day
immediately preceding the relevant payment date. ConAgra Capital may only
pay dividends on the Series B Preferred Securities to the extent it has
funds legally available to make such payments. See "Description of
Preferred Securities -- Dividends" in the accompanying Prospectus.
The dividend rate from and including June 8, 1994, to and including
August 31, 1994 will be 7.06 % per annum. The dividendrate for each monthly
dividend period thereafter will be the rate per annum equal to the
Applicable Rate (as defined below) in effect for the Quarterly Period (as
defined below) in which such dividend period occurs.
Except as provided below in this paragraph, the "Applicable Rate" for
any Quarterly Period will be equal to 95% of the Effective Rate (as defined
below), but not less than 5.0% per annum, or more than 10.5% per annum. The
"Effective Rate" for any Quarterly Period will be equal to the highest of
the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate (each as defined below) for such Quarterly
Period. In the event that the Company determines in good faith that for any
reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate cannot be
determined for any Quarterly Period, then the Effective Rate for such
Quarterly Period will be equal to the higher of whichever two of such
rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be
determined for any Quarterly Period, then the Effective Rate for such
Quarterly Period will be equal to whichever such rate can be so
determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be
determined for any Quarterly Period, then the Effective Rate for the
preceding Quarterly Period will be continued for such Quarterly
Period.
Except as described below in this paragraph, the "Treasury Bill Rate"
for each Quarterly Period will be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period (as defined below)) for three-month U.S. Treasury
bills, as published weekly by the Federal Reserve Board (as defined below)
during the Calendar Period immediately preceding the last ten calendar days
preceding the Quarterly Period for which the dividend rate on the Series B
Preferred Securities is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum market discount rate
during any such Calendar Period, then the Treasury Bill Rate for such
Quarterly Period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant
Calendar Period) for three-month U.S. Treasury bills, as published weekly
during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that
a per annum market discount rate for three-month U.S. Treasurybills is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by
any U.S. Government department or agency during such Calendar Period, then
the Treasury Bill Rate for such Quarterly Period will be the arithmetic
average of the two most recent weekly per annum market discount rates (or
the one weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period) for all of the U.S. Treasury
bills then having remaining maturities of not less than 80 nor more than
100 days, as published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board does not publish such rates, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that the Company determines in good
faith that for any reason no such U.S. Treasury bill rates are published as
provided above during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Period will be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable non-interest-bearing U.S.
Treasury securities with a remaining maturity of not less than 80 nor more
than 100 days from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if daily
quotations are not generally available) to the Company by at least three
recognized dealers in U.S. Government securities selected by the Company.
In the event that the Company determines in good faith that for any reason
the Company cannot determine the Treasury Bill Rate for any Quarterly
Period as provided above in this paragraph, the Treasury Bill Rate for such
Quarterly Period will be the arithmetic average of the per annum market
discount rates based upon the closing bids during such Calendar Period for
each of the issues of marketable interest-bearing U.S. Treasury securities
with a remaining maturity of not less than 80 nor more than 100 days, as
chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Company
by at least three recognized dealers in U.S. Government securities selected
by the Company.
Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each Quarterly Period will be the arithmetic average of
the two most recent weekly per annum Ten Year Average Yields (as defined
below) (or the one weekly per annum Ten Year Average Yield, if only one
such yield is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the Quarterly Period for
which the dividend rate on the Series B Preferred Securities is being
determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum Ten Year Average Yield during such Calendar Period,
then the Ten Year Constant Maturity Rate for such Quarterly Period will be
the arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield, if only
one such yield is published during the relevant Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the Company. In the
event that a per annum Ten Year Average Yield is not published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Ten
Year Constant Maturity Rate for such Quarterly Period will be the
arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly per annum average yield to maturity, if only
one such yield is published during the relevant Calendar Period) for all of
the actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then having remaining
maturities of not less than eight nor more than twelve years, as published
during such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the Company. In the
event that the Company determines in good faith that for any reason the
Company cannot determine the Ten Year Constant Maturity Rate for any
Quarterly Period as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such Quarterly Period will be the arithmetic
average of the per annum average yields to maturity based upon the closing
bids during such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eight nor more than
twelve years from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if daily
quotations are not generally available) to the Company by at least three
recognized dealers in U.S. Government securities selected by the Company.
Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each Quarterly Period will be the arithmetic average of
the two most recent weekly per annum Thirty Year Average Yields (as defined
below) (or the one weekly per annum Thirty Year Average Yield, if only one
such yield is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the Quarterly Period for
which the dividend rate on the Series B Preferred Securities is being
determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum Thirty Year Average Yield during such Calendar
Period, then the Thirty Year Constant Maturity Rate for such Quarterly
Period will be the arithmetic average of the two most recent weekly per
annum Thirty Year Average Yields (or the one weekly per annum Thirty Year
Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that a per annum Thirty Year Average
Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Thirty Year Constant Maturity Rate for such
Quarterly Period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
then having remaining maturities of not less than twenty-eight nor more
than thirty years, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by the Company. In the event that the Company determines in
good faith that for any reason the Company cannot determine the Thirty Year
Constant Maturity Rate for any Quarterly Period as provided above in this
paragraph, then the Thirty Year Constant Maturity Rate for such Quarterly
Period will be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for each
of the issues of actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) with a final maturity date
not less than twenty-eight nor more than thirty years (or, in the absence
of which, having maturities of not less than twenty-five years or, in the
further absence of which, twenty years) from the date of each such
quotation, as chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations are not generally available)
to the Company by at least three recognized dealers in U.S. Government
securities selected by the Company.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate will each be rounded to the nearest five
hundredths of a percent.
The Applicable Rate with respect to each Quarterly Period will be
calculated as promptly as practicable by the Company according to the
appropriate method described above. The Company will cause each Applicable
Rate to be published in a newspaper of general circulation in New York City
or to be communicated by a comparable method (as determined in good faith
by the Company) before the commencement of the Quarterly Period to which it
applies.
As used above, the term "Calendar Period" means a period of fourteen
calendar days; the term "Federal Reserve Board" means the Board of
Governors of the Federal Reserve System; the term "Quarterly Period" means
the three-month period ending November 30, 1994 and each three-month period
ending February 28 (or February 29), May 31, August 31 and November 30
thereafter; the term "Special Securities" means securities which can, at
the option of the holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally issued at a
deep or substantial discount; the term "Ten Year Average Yield" means the
average yield to maturity for actively traded marketable U.S. Treasury
fixed interest rate securities (adjusted to constant maturities of ten
years); and the term "Thirty Year Average Yield" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of thirty years).
Liquidation Preference
The stated liquidation preference of the Series B Preferred Securities
is $25 per security.
Redemption or Exchange
The Series B Preferred Securities are not redeemable, except as
described below or as described in the accompanying Prospectus.
The Series B Preferred Securities are redeemable, at the option of
ConAgra Capital and subject to the prior consent of ConAgra, in whole or in
part, from time to time, on or after June 30, 1999, upon not less than 30
nor more than 60 days' notice, at the redemption price of $25 per interest,
plus accumulated and unpaid dividends (whether or not declared) to the date
fixed for redemption.
Furthermore, ConAgra shall have the right to cause ConAgra Capital at
any time, upon not less than 30 nor more than 60 days' notice, to redeem
the Series B Preferred Securities at the Applicable Price if ConAgra and
ConAgra Capital have been advised by independent nationally recognized
legal counsel that, as a result of any Tax Event as described in the
following paragraph, there exists more than an insubstantial risk that
ConAgra would be precluded from deducting the interest on the Series B
Debentures for federal income tax purposes even if the Series B Preferred
Securities were exchanged for the Series B Debentures as described in the
following paragraph.
In addition, ConAgra may cause ConAgra Capital at any time, upon not
less than 30 nor more than 60 days' notice, to exchange the Series B
Preferred Securities for Series B Debentures having an aggregate principal
amount and accrued and unpaid interest equal to the Applicable Price and an
adjustable interest rate thereon equal to the adjustable dividend rate on
the Series B Preferred Securities if ConAgra and ConAgra Capital have been
advised by independent nationally recognized legal counsel that, as a
result of any change after the date of the Prospectus Supplement in U.S.
law (including the enactment or imminent enactment of any legislation, the
publication of any judicial decisions or regulatory rulings or a change in
the official position or in the interpretation of law or regulations) (a
"Tax Event"), there exists more than an insubstantial risk that (i) ConAgra
will be precluded from deducting the interest on the Series B Debentures
for federal income tax purposes or (ii) ConAgra Capital is subject to
federal income tax with respect to the interest received on the Series B
Debentures.
After the date fixed for any such exchange, (i) the Series B Preferred
Securities will no longer be deemed to be outstanding, (ii) DTC or its
nominee, as the record holder of the Series B Preferred Securities, will
exchange the global certificate or certificates representing the Series B
Preferred Securities for a registered global certificate or certificates
representing the Series B Debentures to be delivered upon such exchange and
(iii) any certificates representing Series B Preferred Securities not held
by DTC or its nominee will be deemed to represent Series B Debentures
having a principal amount equal to the stated liquidation preference of
such Series B Preferred Securities until such certificates are presented to
ConAgra Capital or its agent for exchange.
The Limited Guarantee
Under the Limited Guarantee, ConAgra will irrevocably and
unconditionally agree to pay (i) any accumulated and unpaid dividends which
have been theretofore declared on the Series B Preferred Securities out of
funds legally available therefor, (ii) the redemption price (including all
accumulated unpaid dividends) payable out of funds legally available
therefor with respect to the Series B Preferred Securities called for
redemption by ConAgra Capital and (iii) upon liquidation of ConAgra
Capital, the lesser of (a) the aggregate of the stated liquidation
preference and all accumulated and unpaid dividends (whether or not
declared) to the date of payment and (b) the amount of assets of ConAgra
Capital legally available for distribution to holders of Series B Preferred
Securities in liquidation. The Limited Guarantee will constitute an
unsecured obligation of ConAgra and will rank (i) subordinate and junior in
right of payment to all other liabilities of ConAgra, (ii) pari passu with
the most senior preferred stock now or hereafter issued by ConAgra and with
any guarantee now or hereafter entered into by ConAgra in respect of any
preferred or preference stock of any affiliate of ConAgra and (iii) senior
to ConAgra's common stock. See "Description of the Limited Guarantee".
CERTAIN TERMS OF THE SERIES B DEBENTURES
General
The following summary of certain terms and provisions of the
Debentures relating to the Series B Preferred Securities (the "Series B
Debentures") supplements the description of certain terms and provisions of
the Debentures set forth in the accompanying Prospectus under the heading
"Description of the Debentures," to which description reference is hereby
made. Pursuant to the Subordinated Indenture and a supplementalindenture
thereto, ConAgra will issue Series B Debentures to ConAgra Capital in an
aggregate principal amount equal to $221,519,000, such amount being equal
to the aggregate stated liquidation preference of $25 per Series B
Preferred Security issued and sold by ConAgra Capital and the proceeds from
the issuance of ConAgra Capital's Common Securities and related capital
contributions (the "Common Interest Payments").
The entire principal amount of the Series B Debentures will become due
and payable, together with any accrued and unpaid interest thereon,
including Additional Interest, if any, on the earlier of June 30, 2043
(subject to ConAgra's right to prepay the Series B Debentures in certain
circumstances relating to the non-deductibility of interest on the Series B
Debentures, exchange the Series B Debentures for new debentures or reborrow
the proceeds from the repayment of the Series B Debentures upon the terms
and subject to the conditions set forth under "Description of Preferred
Securities -- Redemption" in the accompanying Prospectus) or the date upon
which ConAgra Capital is dissolved, wound up or liquidated. Upon any
exchange of the Series B Preferred Securities for Series B Debentures, (i)
the Series B Debentures will no longer be subject to mandatory prepayment
upon the dissolution, winding up or liquidation of ConAgra Capital, (ii)
the Series B Debentures will not be subject to an election by ConAgra to
exchange the Series B Debentures for new debentures or to repay the Series
B Debentures and reborrow the proceeds from such repayment, (iii) ConAgra
will use its best efforts to have the Series B Debentures listed on the
same exchange on which the Series B Preferred Securities are listed, (iv)
the Subordinated Indenture or Series B Debentures may, thereafter, be
modified or amended with the consent of the holders of not less than 66
2/3% in principal amount of the Debentures at the time outstanding;
provided, however, that no such modification or amendment may, without the
consent of the holder or each Debenture affected thereby, (a) extend the
stated maturity of the principal of any Debenture, or reduce the principal
amount thereof or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof or change the
currency in which the principal thereof or interest thereon is payable or
impair the right to institute suit for the enforcement of any payment on
any Debenture when due or (b) reduce the aforesaid percentage in principal
amount of Debentures of any series the consent of the holders of which is
required for any such modification, (v) ConAgra's obligation to pay
Additional Interest (other than Additional Interest, if any, accrued and
unpaid to such date of exchange) shall cease, and (vi) the provisions
described under "Description of the Indentures--Events of Default" rather
than those described under "Description of Debentures--Events of Default"
shall apply.
Prepayment
The Series B Debentures may not be prepaid, except as described below
or as described in the accompanying Prospectus. The Series B Debentures may
be prepaid at the option of ConAgra, without premium or penalty, in whole
or in part (together with accrued but unpaid interest, including Additional
Interest, if any, on the portion being prepaid) at any time on or after
June 30, 1999 or earlier in certain circumstances relating to the non-
deductibility of interest on the Series B Debentures.
Interest
The Series B Debentures will bear interest at an annual rate equal to
7.06% from June 8, 1994 to and including August 31, 1994 and will bear
interest for each monthly interest period thereafter at a rate per annum
equal to the Applicable Rate in effect for the Quarterly Period in which
such interest period occurs. See "Certain Terms of the Series B Preferred
Securities -- Dividends".. Such interest will be payable on the last day of
each calendar month of each year, commencing June 30, 1994.
Registrar, Transfer Agent and Paying Agent
Chemical Bank will act as registrar, transfer agent and paying agent
of the Series B Preferred Securities.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING DISCUSSION SUPPLEMENTS THE DISCUSSION CONTAINED IN THE
PROSPECTUS UNDER THE HEADING "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES," WHICH DISCUSSION IS HEREBY INCORPORATED BY THIS REFERENCE
AND SHOULD BE READ IN CONJUNCTION HEREWITH. UNLESS OTHERWISE INDICATED,
THIS SUMMARY DEALS ONLY WITH INITIAL HOLDERS WHO PURCHASE THE PREFERRED
SECURITIES AT THE ORIGINAL OFFERING PRICE.
Exchange of the Preferred Securities for Debentures of ConAgra
Under certain circumstances as fully described under the caption
"Certain Terms of the Series B Preferred Securities-- Redemption or
Exchange" in this Prospectus Supplement, ConAgra Capital may distribute the
Series B Debentures in exchange for the Series B Preferred Securities. Such
an exchange will be treated as a non-taxable exchange to each
Securityholder whose only interest in ConAgra Capital is the Series B
Preferred Securities and will result in such Securityholder receiving an
aggregate tax basis in the Series B Debentures equal to such
Securityholder's aggregate tax basis in its Series B Preferred Securities.
Such Securityholder's holding period in the Series B Debentures so received
in exchange for Series B Preferred Securities will include the period for
which the Series B Preferred Securities were held by the Securityholder.
Potential Extension of Payment Period
Under the terms of the Series B Debentures, ConAgra may be permitted
to extend the interest payments period up to 18 months. The interest
payments on the Series B Debentures will, therefore, be treated as
"original issue discount" under Treasury Regulations. Thus, after the
exchange of Series B Preferred Securities for Series B Debentures, holders
of the Series B Debentures will be required to include the interest on the
Series B Debentures in income as it accrues, in accordance with a constant
yield method based on a compounding of interest, before the receipt of the
interest. The holder's tax basis in the Series B Debentures will be
increased by accrued interest previously included as income by the holder
and reduced by the payment of such interest.
Sale, Exchange or Retirement of the Series B Debentures
Upon the sale, exchange or retirement of a Series B Debenture, a
holder will recognize taxable gain or loss equal to the difference between
the amount realized on the sale, exchange or retirement and such holder's
adjusted tax basis in the Series B Debenture. Subject to the discussion
below concerning market discount and bond premium, such gain or loss will
be capital gain or loss.
Market Discount and Bond Premium
Holders other than initial purchasers who acquire the Series B
Preferred Securities at the original offering price may be considered to
have acquired the Series B Debentures with market discount, acquisition
premium or amortizable bond premium. Such holders are advised to consult
their own tax advisors as to the income tax consequences of the purchase,
ownership and disposition of the Series B Debentures.
United States Alien Holders
Under present United States federal income tax law:
(i) payments of principal or interest by ConAgra on the Series B
Debentures to any holder who or which is a United States Alien Holder
will not be subject to United States federal withholding tax; provided
that (a) the beneficial owner of the Series B Debentures does not
actually or constructively own 10% or more of the total combined
voting power of all classes of stock of ConAgra entitled to vote, (b)
the beneficial owner of the Series B Debentures is not a controlled
foreign corporation that is related to ConAgra through stock
ownership, and (c) either (A) the beneficial owner of the Series B
Debentures certifies to ConAgra or its agent, under penalties of
perjury, that it is not a United States holder and provides its name
and address or (B) a securities clearing organization, bank or other
financial institution that holds customers' securities in theordinary
course of its trade or business (a "Financial Institution") and holds
the Series B Debentures certifies to ConAgra or its agent under
penalties of perjury that such statement has been received from the
beneficial owner by it or by a Financial Institution between it and
the beneficial owner and furnishes ConAgra or its agent with a copy
thereof; and
(ii) a United States Alien Holder of a Series B Debenture will
not be subject to United States federal withholding tax on any gain
realized upon the sale or other disposition of Series B Debentures.
UNDERWRITING
Under the terms and subject to the conditions of the Underwriting
Agreement dated June 1, 1994, each Underwriter named below has severally
agreed to purchase from the Company, and the Company has agreed to sell to
such Underwriter, the number of Series B Preferred Securities set forth
opposite the name of such Underwriter below.
Number of
Series B
Underwriters Preferred Securities
____________ ____________________
Smith Barney Inc. . . . . .. . . . . . . . 700,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . 700,000
Dean Witter Reynolds Inc. . . . . . . . . 700,000
A.G. Edwards & Sons, Inc. . . . . . . . . 700,000
Goldman, Sachs & Co. . . . . . . . . . . . 700,000
PaineWebber Incorporated . . . . . . . . . 700,000
Salomon Brothers Inc . . . . . . . . . . . 700,000
Advest, Inc. . . . . . . . . . . . . . . . 75,000
Bear, Stearns & Co. Inc. . . . . . . . . . 150,000
J.C. Bradford & Co. . . . . . . . . . . . 75,000
Alex. Brown & Sons Incorporated. . . . . . 150,000
CS First Boston Corporation. . . . . . . . 150,000
The Chicago Dearborn Company . . . . . . . 150,000
Commerzbank Capital Markets Corporation. . 75,000
Cowen & Company. . . . . . . . . . . . . . 75,000
Credit Lyonnais Securities (USA) Inc.. . . 75,000
Dain Bosworth Incorporated . . . . . . . . 150,000
Fahnestock & Co. Inc.. . . . . . . . . . . 75,000
Janney Montgomery Scott Inc. . . . . . . . 75,000
Legg Mason Wood Walker, Incorporated . . . 75,000
McDonald & Company Securities, Inc . . . . 75,000
Morgan Keegan & Company. . . . . . . . . . 75,000
Morgan Stanley & Co. Incorporated. . . . . 150,000
The Ohio Company . . . . . . . . . . . . . 75,000
Piper Jaffray Inc. . . . . . . . . . . . . 75,000
The Robinson-Humphrey Company, Inc.. . . . 75,000
Stifel, Nicolaus & Company, Inc. . . . . . 75,000
Utendahl Capital Partners, L.P.. . . . . . 75,000
Wheat, First Securities, Inc.. . . . . . . 75,000
_______
Total . . . . . . . . . 7,000,000
============
The Underwriters are obligated to take and pay for the total number of
Series B Preferred Securities offered hereby if any such Series B Preferred
Securities are purchased. In the event of default by any Underwriter, the
Underwriting Agreement provides that, in certain circumstances, purchase
commitments of the non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.
The Underwriters have advised the Company that they propose initially
to offer the Series B Preferred Securities to the public at the Price to
Public set forth on the cover page of this Prospectus Supplement, and to
certain dealers at a price that represents a concession not in excess of
$.50 per Series B Preferred Security ($.30 per Series B Preferred Security
sold to certain institutions). The Underwriters may allow, and such dealers
may reallow, a concession not in excess of $.35 per Series B Preferred
Security ($.25 per Series B Preferred Security sold to certain
institutions) to certain other dealers. After the Series B Preferred
Securities are released for sale to the public, the public offering price
and such concessions may be changed by the Underwriters.
Because the proceeds of the sale of the Series B Preferred Securities
will be loaned to ConAgra, ConAgra has agreed to pay to the Underwriters as
compensation ("Underwriters' Compensation") for their arranging the loan of
such proceeds the amount per Series B Preferred Security set forth on the
cover page of this Prospectus Supplement (subject to the proviso set forth
therein).
The Underwriters have in the past provided, and may in the future
provide, investment banking services to ConAgra, the Company and certain of
their affiliates.
The Underwriting Agreement provides that ConAgra and the Company will
indemnify the several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, and to make certain
contributions in respect thereof.
ConAgra and the Company have agreed, during the period beginning on
the date of the Underwriting Agreement and continuing to and including the
date 90 days after the closing date for the purchase of the Series B
Preferred Securities not to offer, sell, contract to sell or otherwise
dispose of any Series B Preferred Securities, any preferred stock or any
other securities (including any backup undertakings) of ConAgra or any
Preferred Securities or any other securities of the Company, in each case
that are substantially similar to the Series B Preferred Securities, or any
securities convertible into or exchangeable for the Series B Preferred
Securities or such substantially similar securities of either ConAgra or
the Company, without the prior written consent of Smith Barney Inc.
Prior to this offering, there has been no public market for the Series
B Preferred Securities. In order to meet one of the requirements for
listing the Series B Preferred Securities on the New York Stock Exchange,
the Underwriters will undertake to sell lots of 100 or more Series B
Preferred Securities to a minimum of 400 beneficial holders.
VALIDITY OF SECURITIES
The validity of the Series B Preferred Securities is being passed upon
for ConAgra and the Company by Dickinson, Mackaman, Tyler & Hagen, P.C.
The validity of the Series B Debentures is being passed upon for
ConAgra and the Company by McGrath, North, Mullin & Kratz, P.C.
Tax matters described under "Certain United States Federal Income Tax
Consequences" in this Prospectus Supplement are being passed upon by Davis
Polk & Wardwell.
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PROSPECTUS [ConAgra Logo]
$450,000,000
CONAGRA CAPITAL, L.C.
Preferred Securities
and
CONAGRA, INC.
Debt Securities
______________________
ConAgra, Inc. ("ConAgra") from time to time may offer its debt
securities (the "Debt Securities"), at an aggregate initial offering price
not to exceed the equivalent of $450,000,000, in separate series in amounts
and prices and on terms to be determined at the time of sale. The Debt
Securities may be denominated in U.S. dollars or in any other currency,
including composite currencies such as the European Currency Unit, as may
be designated by ConAgra (the "Specified Currency"). Debt Securities may
be sold for U.S. dollars or any other currency, including composite
currencies and the principal of and any interest on Debt Securities may
likewise be payable in U.S. dollars, or in any other currency,
including composite currencies, in each case, as ConAgra specifically
designates.
ConAgra Capital, L.C. ("ConAgra Capital"), an indirectly wholly-owned
finance subsidiary of ConAgra, may also offer from time to time its
preferred interests ("Preferred Securities"), in one or more series, at an
aggregate initial public offering price not to exceed $450,000,000 at the
time of sale. Any issue of Preferred Securities shall correspondingly
reduce the amount of Debt Securities available for offer and sale
hereunder. The payment of distributions (herein referred to as
"dividends"), if and to the extent declared out of moneys held by ConAgra
Capital and legally available therefor, and to the extent funds are legally
available therefor payments on liquidation or redemption with respect to
the Preferred Securities are guaranteed on a limited basis (the "Limited
Guarantee") by ConAgra to the extent set forth herein. No portion of the
dividends received by a holder of the Preferred Securities will be eligible
for the dividends received deduction for federal income tax purposes. The
Limited Guarantee will rank subordinate and junior in right of payment to
all other liabilities of ConAgra and pari passu to the most senior
preferred stock issued by ConAgra and senior to ConAgra's common stock. See
"ConAgra", "Description of Preferred Securities--Miscellaneous,"
"Description of the Limited Guarantee" and "Description of the
Debentures" for a description of the various contractual backup obligations
of ConAgra relating to the Preferred Securities.
Specific terms of the securities in respect of which this Prospectus
is being delivered ("Offered Securities") will be set forth in an
accompanying Prospectus Supplement ("Prospectus Supplement"), together with
the terms of the offering of the Offered Securities, the initial price
thereof and the net proceeds from the sale thereof. The Prospectus
Supplement will set forth with regard to the particular Offered Securities,
without limitation, the following: (i) in the case of Debt Securities, the
specific designation, aggregate principal amount, authorized denomination,
maturity, rate (which may be fixed or variable) or method of calculation of
interest and dates for payment thereof, and any exchangeability,
conversion, redemption, prepayment or sinking fund provisions and any
listing on a securities exchange, and (ii) in the case of Preferred
Securities, the designation, number of shares or fractional interests
therein, liquidation preference per security, initial public offering
price, dividend rate (or method of calculation thereof), dates on which
dividends shall be payable and dates from which dividends shall accrue, any
voting rights, any redemption or exchange provisions, any other rights,
preferences, privileges, limitations and restrictions relating to the
Preferred Securities of a specific series, the terms upon which the
proceeds of the sale of the Preferred Securities will be loaned to ConAgra,
and any listing on a securities exchange.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________
The Offered Securities may be offered directly, through agents
designated from time to time, through dealers or through underwriters. Such
agents or underwriters may act alone or with other agents or underwriters.
See "Plan of Distribution". Any such agents, dealers or underwriters are
set forth in the Prospectus Supplement. If an agent of ConAgra or a dealer
or underwriter is involved in the offering of the Offered Securities,
the agent's commission, dealer's purchase price, underwriter's discount and
net proceeds to ConAgra will be set forth in, or may be calculated from,
the Prospectus Supplement. Any underwriters, dealers or agents
participating in the offering may be deemed "underwriters" within the
meaning of the Securities Act of 1933.
This Prospectus may not be used to consummate sales of Offered
Securities unless accompanied by a Prospectus Supplement.
_______________
Smith Barney Shearson Inc.
_______________
The date of this Prospectus is April 11, 1994
IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS FOR SUCH OFFERING MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE OFFERED SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW
YORK STOCK EXCHANGE, THE OVER-THE- COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement, and, if given
or made, such information or representation must not be relied upon as
having been authorized by ConAgra, ConAgra Capital or by any underwriter,
agent or dealer. This Prospectus and any Prospectus Supplement shall not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither
the delivery of this Prospectus and any Prospectus Supplement nor any sale
made thereunder shall, under any circumstances, create any implication
that the information therein is correct as of any time subsequent to the
date thereof.
_______________
AVAILABLE INFORMATION
ConAgra is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by ConAgra, may be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 500 West Madison Street, Chicago, Illinois 60661-2511
and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Reports and other information herein and therein concerning ConAgra
can also be inspected at the office of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
This Prospectus constitutes a part of Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Offered Securities. This Prospectus
does not contain all of the information set forth in such Registration
Statement, certain parts of which are omitted in accordance with the rules
and regulations of the Commission. Reference is made to such Registration
Statement and to the exhibits relating thereto for further information with
respect to ConAgra and the Offered Securities. Any statements contained
herein concerning the provisions of any document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission or
incorporated by reference herein are not necessarily complete, and in each
instance reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
No separate financial statements of ConAgra Capital have been included
herein. ConAgra and ConAgra Capital do not consider that such financial
statements would be material to holders of Preferred Securities of ConAgra
Capital because ConAgra Capital is a newly organized special purpose
entity, has no operating history and no independent operations and is not
engaged in, and does not propose to engage in, any activity other than the
issuance of its securities and the lending of the proceeds thereof to
ConAgra. See "ConAgra Capital, L.C.". ConAgra Capital is a limited
liability company organized under the laws of the state of Iowa and will be
managed by certain indirect wholly-owned subsidiaries of ConAgra, which
subsidiaries beneficially own all of ConAgra Capital's common securities,
which are non-transferable.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission,
are hereby incorporated by reference:
1. Annual Report on Form 10-K of ConAgra for the fiscal year ended May
30, 1993; and
2. Quarterly Reports on Form 10-Q of ConAgra for the fiscal quarters
ended August 29, 1993, November 28, 1993 and February 27, 1994.
All documents filed by ConAgra after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the termination of the offering of the Offered Securities offered
hereby, shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statements as modified or superseded shall be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ConAgra will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person,
a copy of any or all of the documents referred to above which have been or
may be incorporated by reference in this Prospectus (other than certain
exhibits to such documents). Requests for such documents may be made by
writing ConAgra, Inc., One ConAgra Drive, Omaha, Nebraska 68102-5001
(Attention: Corporate Communications Department) or by calling (402)
595-4157.
THE COMPANY
ConAgra is a diversified food company operating across the food chain
in three industry segments: Agri-Products, Trading & Processing, and
Prepared Foods.
In the Agri-Products segment, ConAgra is a leading distributor of crop
protection chemicals. ConAgra also formulates pesticides, produces animal
health care products and markets animal health care products by direct
mail. ConAgra is a producer of formula feed and feed additives; a
distributor, merchandiser, and marketer of fertilizer; and a specialty
retailer with over 200 farm stores and fabric and crafts stores located
principally in agricultural areas.
In the Trading & Processing segment, ConAgra is a leading U.S. flour
miller. ConAgra also mills oats and dry corn; manufactures brewers malt;
packages private label flour, corn meal, and mixes; markets specialty food
ingredients; and merchandises feed ingredients. ConAgra is a worldwide
trader of grain, oilseeds, fertilizer, edible beans and peas, sulfur, wool
and other commodities. ConAgra has processing and/or trading operations in
Canada, Australia, Europe, Asia and Latin America as well as in the U.S.
In the Prepared Foods segment, ConAgra is a leading producer and
marketer of frozen prepared foods, shelf-stable prepared foods, fresh red
meats, branded processed red meats, chicken and turkey products, seafood
products, cheese and other dairy products and potato products. ConAgra
markets steaks and other premium food products by direct mail and
manufactures and markets pet accessories and home sewing products.
ConAgra's prepared food brands include Armour, Chun King Frozen, Banquet,
Healthy Choice, Kid Cuisine, Country Pride, Country Skillet, Monfort,
Pfaelzer, Longmont, Morton, Patio, Taste O'Sea, Decker, Armour Classics,
Golden Star, Webber Farms, World's Fare, Cook's, Singleton, Hunt's, Wesson,
Manwich, Orville Redenbacher's, Peter Pan, Snack Pack, Swiss Miss, La Choy,
Rosarita, Gebhardt, Butterball, Swift Premium, Eckrich, Treasure Cave,
County Line, Reddi-Wip and Act II.
ConAgra's finance businesses provide specialized, self- financed
financial services related to the food industry. Borrowings of the finance
businesses are not guaranteed by ConAgra. The principal businesses are
commodity futures brokerage, included in the Trading & Processing segment,
and financing, leasing and insurance services for the red meat business
included in the Prepared Foods segment.
Acquisitions have contributed substantially to ConAgra's sales and
earnings growth, both in the years of acquisition and in subsequent years.
Major acquisitions have included United Agri Products, Banquet Foods,
Country Pride Foods, Peavey Company, Monfort of Colorado, the Morton, Chun
King and Patio frozen food businesses, SIPCO (formerly Swift Independent
Packing Company), the assets of Armour Food Company, 50% of Trident
Seafoods, Pillsbury's grain merchandising business, eight U.S. flour mills
acquired from International Multifoods, Beatrice Company, the assets of
Elders' malt and wool business in Australia, approximately 91% of Elders'
beef business in Australia, and Golden Valley Microwave Foods. ConAgra
anticipates that it will continue to grow internally and through
acquisitions.
Certain of ConAgra's businesses are subject to significant variation
in performance as a consequence of seasonal, cyclical or other industry
conditions. For example, ConAgra's fertilizer business is seasonal, with
stronger profits expected during the spring planting season. The poultry
industry has traditionally been cyclical, with margins expanding and
contracting as production contracts and expands. ConAgra's international
trading businesses' results are affected by political, economic and
environmental factors which influence commodity prices and markets. In the
short to intermediate term, ConAgra's reported earnings can be favorably or
unfavorably impacted in a material way if industry conditions in a number
of businesses are either positive or negative at the same time.
ConAgra's principal executive office is located at One ConAgra Drive,
Omaha, Nebraska 68102-5001, telephone (402) 595- 4000.
CONAGRA CAPITAL
ConAgra Capital, wholly-owned by two indirect wholly-owned
subsidiaries of ConAgra (the "Subsidiaries"), is a limited liability
company organized under the laws of the state of Iowa. The principal
executive offices of ConAgra Capital and its Managing Members (as defined
below) are presently located at One ConAgra Drive, Omaha, Nebraska
68102-5001, telephone: (402) 595- 4000. The Subsidiaries own all of the
common interests ("Common Securities") of ConAgra Capital, which Common
Securities are nontransferable. The Subsidiaries have unlimited liability
for the debts, obligations and liabilities of ConAgra Capital. ConAgra
Capital exists solely for the purpose of issuing preferred and common
securities and lending the net proceeds thereof to ConAgra.
Financial statements of ConAgra Capital will be made available to
holders of Preferred Securities annually as soon as practicable after the
end of ConAgra Capital's fiscal year.
ConAgra and ConAgra Capital have entered into an agreement pursuant to
which ConAgra has agreed to guarantee the payment of any liabilities
incurred by ConAgra Capital (other than obligations to holders of
Preferred Securities). The agreement expressly provides that such
agreement is for the benefit of, and is enforceable by, third parties to
whom ConAgra Capital owes such obligations.
USE OF PROCEEDS
ConAgra intends to add the net proceeds from the sale of Offered
Securities to its general funds, to be used for general corporate
purposes, including working capital, capital expenditures, the
repayment of commercial paper, repayment of loans under bank credit
agreements and repayment of other short and intermediate term borrowings.
Prior to such application, such net proceeds may be invested in short or
intermediate term securities. Except as may be indicated in the Prospectus
Supplement, no specific determination as to the use of the proceeds of the
Offered Securities in respect to which this Prospectus is being delivered
has been made. ConAgra anticipates that it will raise additional funds from
time to time through equity or debt financing, including borrowings under
its revolving credit agreements, to finance its businesses worldwide.
ConAgra Capital will loan to ConAgra all proceeds received by ConAgra
Capital from the sale of its Preferred Securities.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of earnings to combined fixed
charges and preferred stock dividends for the periods indicated.
Nine Months
Ended Fiscal Years Ended May
Feb. 27, --------------------------------------------
1994 1993 1992 1991 1990 1989
----------- ---- ---- ---- ---- ----
2.6 2.5 2.2 2.2 2.5 2.4
For the purpose of computing the above ratio of earnings to combined
fixed charges and preferred stock dividends, earnings consist of income
before taxes and fixed charges. Fixed charges, for the purpose of computing
earnings, are adjusted to exclude interest capitalized and that component
of fixed charges representing ConAgra's proportionate share of the
preferred stock dividend requirement of a 50% owned subsidiary. Fixed
charges include interest on both long and short term debt (whether said
interest is expensed or capitalized and including interest charged to cost
of goods sold), a portion of noncancellable rental expense representative
of the interest factor and ConAgra's proportionate share of the preferred
stock dividend requirement of a 50% owned subsidiary, excluding that which
would be eliminated in consolidation. Preferred stock dividend
requirements are computed by increasing preferred stock dividends to an
amount representing pre-tax earnings which would be required to cover such
dividend requirements. The ratio is computed using the amounts for ConAgra
as a whole, including its majority-owned subsidiaries, whether or not
consolidated, and its proportionate shares of any 50% owned subsidiaries
whether or not ConAgra guarantees obligations of these subsidiaries.
DESCRIPTION OF PREFERRED SECURITIES
The following is a summary of certain terms and provisions of the
Preferred Securities of any series. Certain terms and provisions of the
Preferred Securities of a particular series will be summarized in the
Prospectus Supplement relating to the Preferred Securities of such series.
If so indicated in the Prospectus Supplement, the terms and provisions of
the Preferred Securities of a particular series may differ from the terms
set forth below. The summaries set forth below and in the applicable
Prospectus Supplement address the material terms of the Preferred
Securities of any particular series but do not purport to be complete and
are subject to, and qualified in their entirety by reference to, the
Articles of Organization of ConAgra Capital (the "Certificate"), the
Operating Agreement of ConAgra Capital (the "Agreement") and the written
action adopted, or to be adopted, by the Subsidiaries, in their capacity as
the holders of all of ConAgra Capital's Common Securities (the "Managing
Members"), establishing the rights, preferences, privileges, limitations
and restrictions relating to the Preferred Securities of any series or of a
particular series. The Certificate and the Agreement will be substantially
in the forms filed as exhibits to the Registration Statement of which this
Prospectus forms a part. Pursuant to the Certificate, holders of the
Preferred Securities are bound by the Agreement.
General
ConAgra Capital is authorized to issue common securities and preferred
securities. The preferred securities may be issued in one or more series or
classes, with such dividend rights, liquidation preferences, redemption
provisions, voting rights and other rights, preferences, privileges,
limitations and restrictions as shall be set forth in the Agreement and
the resolutions providing for the issuance thereof adopted by the Managing
Members. All of the Preferred Securities, to be issued in one or more
series or classes, will rank pari passu with each other with respect to
participation in profits and assets.
The Preferred Securities of any series will be issued in registered
form only without dividend coupons. Registration of, and registration of
transfers of, the Preferred Securities of any series will be by book entry
only. The Preferred Securities of any series will have the dividend
rights, rights upon liquidation, redemption provisions and voting rights
set forth below, unless otherwise provided in the Prospectus Supplement
relating to the Preferred Securities of a particular series. Reference is
made to the Prospectus Supplement relating to the Preferred Securities of a
particular series for specific terms, including (i) the designation of the
Preferred Securities of such series, (ii) the price at which the Preferred
Securities of such series will be issued, (iii) the dividend rate (or
method of calculation thereof), the dates on which dividends will be
payable and the dates from which dividends shall accrue, (iv) the voting
rights, if any, (v) any redemption or exchange provisions, which may
include any exchange of the Preferred Securities as a result of changes in
or other developments in applicable tax law, (vi) the stated liquidation
preference, (vii) any other rights, preferences, privileges, limitations
and restrictions relating to the Preferred Securities of such series and
(viii) the terms upon which the proceeds from the sale of the Preferred
Securities of such series will be loaned to ConAgra.
Dividends
Dividends on the Preferred Securities will be cumulative. Cumulative
dividends on any series of Preferred Securities will accrue from the date
specified in the applicable Prospectus Supplement and will be payable
monthly in arrears on the last day of each calendar month of each year,
commencing on the date specified in the Prospectus Supplement relating to
such series.
The dividend rate applicable to the Preferred Securities of a
particular series will the fixed rate per annum specified in the Prospectus
Supplement relating to such series or will be determined pursuant to the
formula specified in such Prospectus Supplement. The amount of dividends
payable for any full monthly dividend period will be computed on the basis
of twelve 30-day months and a 360-day year and, for any period shorter than
a full monthly dividend period, will be computed on the basis of the actual
number of days elapsed in such period. ConAgra Capital may only pay
dividends to the extent it has funds legally available to make such
payments. See "Description of the Limited Guarantee" and "Description of
the Debentures" below.
Dividends on the Preferred Securities of any series will be declared
by the Managing Members of ConAgra Capital to the extent that the Managing
Members reasonably anticipate that at the time of payment ConAgra Capital
will have, and must be paid by ConAgra Capital to the extent that at the
time of proposed payment it has, (i) funds legally available for the
payment of such dividends and (ii) cash on hand sufficient to permit such
payments. It is anticipated that ConAgra Capital's funds will be limited to
payments under the debentures (the "Debentures") issued by ConAgra that
will evidence the loans to be made by ConAgra Capital to ConAgra of the
proceeds of (i) Preferred Securities of each series and (ii) ConAgra
Capital's Common Securities and related capital contributions. See
"Description of the Debentures."
Dividends declared on the Preferred Securities of any series will be
payable to the record holders thereof as they appear on the register for
the Preferred Securities of such series on the relevant record dates, which
will be, unless otherwise specified in the Prospectus Supplement relating
to each such series, one Business Day (as hereinafter defined) prior to the
relevant payment dates. Subject to any applicable fiscal or other laws and
regulations, each such payment will be made as described under
"Book-Entry-Only Issuance; The Depository Trust Company" below. In the
event that any date on which dividends are payable on the Preferred
Securities of any series is not a Business Day, then payment of the
dividend payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on
such date. A "Business Day" shall mean any day other than a day on which
banking institutions in The City of New York are authorized or required by
law to close.
Except as described herein and in the Prospectus Supplement relating
to the Preferred Securities of a particular series, holders of the
Preferred Securities of any series will have no other right to participate
in the profits of ConAgra Capital.
Certain Restrictions on ConAgra Capital
If dividends have not been paid in full on the Preferred Securities of
any series, ConAgra Capital shall not:
(i) pay, or declare and set aside for payment, any dividends
on the Preferred Securities of any other series or any other preferred
securities in ConAgra Capital ranking pari passu with the Preferred
Securities of such series as regards participation in profits of
ConAgra Capital ("ConAgra Capital Dividend Parity Securities"),
unless the amount of any dividends declared on any ConAgra Capital
Dividend Parity Securities is paid on ConAgra Capital Dividend
Parity Securities and the Preferred Securities of such series on a
pro rata basis on the date such dividends are paid on such ConAgra
Capital Dividend Parity Securities, so that
(x)(A) the aggregate amount paid as dividends on the
Preferred Securities of such series bears to (B) the aggregate
amount paid as dividends on ConAgra Capital Dividend Parity
Securities the same ratio as
(y)(A) the aggregate of all accumulated arrears of
unpaid dividends on the Preferred Securities of such series
bears to (B) the aggregate of all accumulated arrears of unpaid
dividends on ConAgra Capital Dividend Parity Securities;
(ii) pay, or declare and set aside for payment, any dividends on
any securities in ConAgra Capital ranking junior to the Preferred
Securities of such series as to dividends ("ConAgra Capital Dividend
Junior Securities"); or
(iii) redeem, purchase or otherwise acquire any ConAgra Capital
Dividend Parity Securities or ConAgra Capital Dividend Junior
Securities;
until, in each case, such time as all accumulated arrearages of unpaid
dividends on the Preferred Securities of such series shall have been paid
in full for all dividend periods terminating on or prior to, in the case of
clauses (i) and (ii), such payment, and in the case of clause (iii), the
date of such redemption, purchase or other acquisition. So long as the
Preferred Securities of any series are represented by one or more global
certificates, dividends on such series of Preferred Securities shall have
been paid in full with respect to any dividend payment date for such series
when the amount of dividends payable on such date has been paid to The
Depository Trust Company ("DTC"). See "Book-Entry-Only Issuance; The
Depository Trust Company." As of the date of this Prospectus, there are no
ConAgra Capital Dividend Parity Securities outstanding.
ConAgra Capital may not consolidate, merge with or into, or convey,
transfer or lease its properties and assets substantially as an entirety to
any corporation or other body, except as described below. ConAgra Capital
may, for purposes of changing its state of domicile or avoiding tax
consequences adverse to ConAgra or ConAgra Capital or holders of Preferred
Securities, without the consent of the holders of the Preferred Securities
of any series, consolidate or merge with or into a limited liability
company or limited partnership organized as such under the laws of any
state of the United States of America; provided that (i) such successor
entity either (x) expressly assumes all of the obligations of ConAgra
Capital under each series of Preferred Securities then outstanding or (y)
substitutes for the Preferred Securities then outstanding other securities
having substantially the same terms as the Preferred Securities then
outstanding (the "Successor Securities") so long as the Successor
Securities rank, with respect to participation in the profits or assets of
the successor entity, at least as senior as the respective Preferred
Securities rank with respect to participation in the profits or assets of
ConAgra Capital, (ii) ConAgra expressly acknowledges such successor as the
holder of all of the Debentures relating to each series of Preferred
Securities then outstanding, (iii) such merger or consolidation does not
cause any series of Preferred Securities then outstanding to be delisted by
any national securities exchange or other organization on which such series
is then listed, (iv) holders of outstanding Preferred Securities do not
suffer any adverse tax consequences as a result of such merger or
consolidation, (v) such merger or consolidation, does not cause any series
of Preferred Securities to be downgraded by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Securities Act and (vi) following
such merger or consolidation ConAgra and such successor limited liability
company or limited partnership are in compliance with the Investment
Company Act of 1940, as amended.
The Managing Members are authorized and directed to conduct their
affairs and to operate ConAgra Capital in such a way that ConAgra Capital
would not be deemed to be an "investment company" for purposes of the
Investment Company Act of 1940, as amended. In this connection, the
Managing Members are authorized to take any action not inconsistent with
applicable law, the Certificate or the Agreement which they determine in
their discretion to be necessary or desirable for such purposes.
Redemption
The Preferred Securities of a series will be redeemable at the option
of ConAgra Capital and subject to the prior consent of ConAgra, in whole or
in part from time to time, on or after the date specified in the Prospectus
Supplement relating to such series, at the stated liquidation preference
per security for such series, plus accumulated and unpaid dividends
(whether or not declared) (the "Redemption Price") to the date fixed for
redemption (the "Redemption Date"). The Preferred Securities of any series
may also be redeemed at the option of ConAgra on such terms and conditions
as may be set forth in the Prospectus Supplement relating to such series.
In the event that fewer than all the outstanding Preferred Securities
of a particular series are to be redeemed, except as described below, the
Preferred Securities of such series to be redeemed will be selected as
described under "Book-Entry-Only Issuance; The Depository Trust Company"
below.
The Preferred Securities of any series will also be redeemed at the
Redemption Price with the proceeds from the repayment by ConAgra when due
or prepayment by ConAgra as described under "Description of the Debentures
-- Optional Prepayment" of the Debentures relating to such series, subject
to the provisions in clause (iii) under "Certain Restrictions on ConAgra
Capital" above. Notwithstanding the foregoing, the Preferred Securities of
any series will not be redeemed when the Debentures relating to the
Preferred Securities of such series are due if ConAgra elects to exchange
such Debentures for new debentures or to repay such Debentures and reborrow
the proceeds from such repayment nor will such Preferred Securities be
redeemed if such Debentures are prepaid as described under "Description of
the Debentures -- Optional Prepayment" and ConAgra elects to reborrow the
proceeds from such prepayment; provided that ConAgra may not so elect to
exchange any such Debentures or to reborrow the proceeds from any repayment
or prepayment of such Debentures, unless at the time of each such exchange
or reborrowing ConAgra Capital owns all of such Debentures and, as
determined in the judgment of the Managing Members and ConAgra Capital's
financialadvisor (selected by the Managing Members and who shall be
unaffiliated with ConAgra and shall be among the 30 largest investment
banking firms, measured by total capital, in the United States at the time
new debentures are to be issued in connection with such exchange or
reborrowing), (a) ConAgra is not bankrupt, insolvent or in liquidation, (b)
no event of default or event which with the giving of notice or the passage
of time would constitute an event of default on any debenture pertaining to
Preferred Securities of any series has occurred and is continuing, (c)
ConAgra has made timely payments on the repaid Debentures for the
immediately preceding 18 months, (d) ConAgra Capital is not in arrears on
payments of dividends on the Preferred Securities of such series, (e) there
is then no present reason to believe ConAgra will be unable to make timely
payment of principal and interest on such new debentures, (f) such new
debentures are being issued on terms, and under circumstances, that are
consistent with those which a lender would then require for a loan to an
unrelated party, (g) such new debentures are being issued at a rate
sufficient to provide payments equal to or greater than the amount of
distributions required under the Preferred Securities of such series, (h)
such new debentures are being issued for a termthat is consistent
withmarket circumstances and ConAgra's financial condition, (i) immediately
prior to issuing such new debentures, the senior unsecured long-term debt
of ConAgra is (or if no such debt is outstanding, would be) rated not less
than BBB (or the equivalent) by Standard & Poor's Corporation and Baa1 (or
the equivalent) by Moody's Investors Service, Inc. (or if either of such
rating organizations is not then rating ConAgra's senior unsecured long-
term debt, the equivalent of such rating by any other "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Securities Act) and any
subordinated unsecured long-term debt of ConAgra or, if there is no such
debt then outstanding, the Preferred Securities of such series, are rated
not less than BBB- (or the equivalent) by Standard & Poor's Corporation or
Baa3 (or the equivalent) by Moody's Investors Service, Inc. or the
equivalent of either such rating by any other "nationally recognized
statistical rating organization" and (j) such new debentures will have a
final maturity no later than the one hundredth anniversary of the issuance
of the Preferred Securities of the first series issued.
ConAgra Capital may not redeem any Preferred Securities of any series
unless all accumulated arrearages of unpaid dividends have been paid on all
Preferred Securities of all series for all monthly dividend periods
terminating on or prior to the date of redemption.
If ConAgra Capital gives a notice of redemption in respect of
Preferred Securities of a particular series, then, by 12:00 noon, New York
time, on the applicable Redemption Date, ConAgra Capital will irrevocably
deposit with DTC funds sufficient to pay the applicable Redemption Price
and will give DTC irrevocable instructions and authority to pay the
Redemption Price to the holders thereof.See "Book-Entry-Only Issuance; The
Depository Trust Company."If notice of redemption shall have been given and
funds deposited as required, then upon the date of such deposit, all rights
of holders of such Preferred Securities of a series so called for
redemption will cease, except the right of the holders of such securities
to receive the Redemption Price, but without interest, and such securities
will cease to be outstanding. In the event that any date on which any
payment in respect of the redemption of Preferred Securities of any series
is not a Business Day, then payment of the Redemption Price payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Preferred Securities of any
series is improperly withheld or refused and not paid either by ConAgra
Capital or by ConAgra pursuant to the Limited Guarantee, dividends on such
securities will continue to accrue, at the applicable rate from time to
time, from the Redemption Date originally established by ConAgra Capital
for such securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption
for purposes of calculating the Redemption Price.
Subject to the foregoing and applicable law (including, without
limitation, U.S. federal securities laws) ConAgra or its subsidiaries may
at any time and from time to time purchase outstanding Preferred Securities
of any series by tender, in the open market or by private agreement.
Liquidation Distribution
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of ConAgra Capital, the holders of Preferred Securities of
each series at the time outstanding will be entitled to receive out of the
assets of ConAgra Capital legally available for distribution to
securityholders, before any distribution of assets is made to holders of
common securities of ConAgra Capital or any other class of securities in
ConAgra Capital ranking junior to the Preferred Securities as regards
participation in assets of ConAgra Capital, but together with the holders
of Preferred Securities of any other series or any other preferred
securities of ConAgra Capital outstanding ranking pari passu with the
Preferred Securities as regards participation in the assets of ConAgra
Capital ("ConAgra Capital Liquidation Parity Securities"), an amount equal,
in the case of the holders of the Preferred Securities of such series, to
the aggregate of the stated liquidation preference for Preferred Securities
of such series as set forth in the Prospectus Supplement and all
accumulated and unpaid dividends (whether or not declared) to the date of
payment (the "Liquidation Distribution").If, upon any such liquidation, the
Liquidation Distributions can be paid only in part because ConAgra Capital
has insufficient assets available to pay in full the aggregate Liquidation
Distributions and the aggregate maximum liquidation distributions on
ConAgra Capital Liquidation Parity Securities, then the amounts payable
directly by ConAgra Capital on the Preferred Securities of such series and
on such ConAgra Capital Liquidation Parity Securities shall be paid on a
pro rata basis, so that
(i)(x) the aggregate amount paid as Liquidation
Distributions on the Preferred Securities of such series bears to
(y) the aggregate amount paid as liquidation distributions on
ConAgra Capital Liquidation Parity Securities the same ratio as
(ii)(x) the aggregate Liquidation Distribution bears to (y)
the aggregate maximum liquidation distributions on ConAgra
Capital Liquidation Parity Securities.
Pursuant to the Agreement, ConAgra Capital will automatically dissolve
and be liquidated (i) when the period fixed for the life of ConAgra Capital
expires, (ii) if the Managing Members by resolution require ConAgra Capital
to be wound up and dissolved (subject to the voting rights of the holders
of the Preferred Securities described in "Voting Rights") or (iii) upon the
bankruptcy, insolvency or liquidation of either Managing Member.
Voting Rights
The holders of the Preferred Securities have no voting rights except
as described herein or in the applicable Prospectus Supplement. If (i)
ConAgra Capital fails to pay dividends in full on the Preferred Securities
of any series for 18 consecutive monthly dividend periods; (ii) an Event of
Default (as defined in the Debentures) occurs and is continuing on the
Debentures; or (iii) ConAgra is in default on any of its payment or other
obligations under the Limited Guarantee (as described under "Description of
the Limited Guarantee -- Certain Covenants of ConAgra"), then the holders
of a majority in stated liquidation preference of the outstanding Preferred
Securities of such series, together with the holders of any other preferred
securities in ConAgra Capital having the right to vote for the appointment
of a trustee in such event, acting as a single class, will be entitled to
appoint and authorize a trustee to enforce ConAgra Capital's rights under
the Debentures against ConAgra, enforce the obligations undertaken by
ConAgra under the Limited Guarantee and declare and pay dividends on the
Preferred Securities of such series. For purposes of determining whether
ConAgra Capital has failed to pay dividends in full for 18 consecutive
monthly dividend periods, dividends shall be deemed to remain in arrears,
notwithstanding any payments in respect thereof, until full cumulative
dividends have been or contemporaneously are declared and paid with respect
to all monthly dividend periods terminating on or prior to the date of
payment of such full cumulative dividends. Not later than 30 days after
such right to -appoint a trustee arises, the Managing Members will convene
a meeting for the above purpose. If the Managing Members fail to convene
such meeting within such 30-day period, the holders of 10% in stated
liquidation preference of the outstanding Preferred Securities of such
series and such other preferred securities will be entitled to convene such
meeting. The provisions of the Agreement relating to the convening and
conduct of meetings of securityholders will apply with respect to any such
meeting. Any trustee so appointed shall vacate office immediately, subject
to the terms of such other preferred securities, if ConAgra Capital shall
have paid in full all accumulated and unpaid dividends on the Preferred
Securities of such series or such default or breach by ConAgra shall have
been cured.
If any resolution is proposed for adoption by the securityholders of
ConAgra Capital providing for, or the Managing Members propose to take any
action to effect, (x) any variation or abrogation of the rights,
preferences and privileges of the Preferred Securities of any series by way
of amendment of the Agreement or otherwise (including, without limitation,
the authorization or issuance of any securities in ConAgra Capital ranking,
as to participation in the profits or assets of ConAgra Capital, senior to
the Preferred Securities) which variation or abrogation adversely affects
the holders of Preferred Securities of such series, (y) the liquidation,
dissolution or winding up of ConAgra Capital or (z) the commencement of any
bankruptcy, insolvency, reorganization or other similar proceeding
involving ConAgra Capital in the United States or any state thereof, then
the holders of outstanding Preferred Securities of such series (and, in the
case of a resolution described in clause (x) above which would adversely
affect the rights, preferences or privileges of any ConAgra Capital
Dividend Parity Securities or any ConAgra Capital Liquidation Parity
Securities, such ConAgra Capital Dividend Parity Securities or such ConAgra
Capital Liquidation Parity Securities, as the case may be, or, in the case
of any resolution described in clause (y) above, all ConAgra Capital
Liquidation Parity Securities or, in the case of any resolution described
in clause (z) above, other than holders of any Preferred Securities of such
series that are also creditors of ConAgra or any of its subsidiaries) will
be entitled to vote together as a class on such resolution or action of the
Managing Members (but not any other resolution or action) and such
resolution or action shall not be effective except with the approval of the
holders of 66 2/3% in stated liquidation preference of such outstanding
securities (or, under certain circumstances, 100% in stated liquidation
preference of such outstanding securities); provided, however, that no such
approval shall be required under clauses (y) and (z) if the liquidation,
dissolution or winding up of ConAgra Capital is proposed or initiated upon
the initiation of proceedings, or after proceedings have been initiated,
for the liquidation, dissolution, or winding up of either of the Managing
Members.
The rights attached to the Preferred Securities of any series will be
deemed not to be varied by the creation or issue of, and no vote will be
required for the creation or issue of, any further securities in ConAgra
Capital ranking pari passu with or junior to the Preferred Securities of
any series with regard to participation in the profits or assets of ConAgra
Capital.
Any required approval of holders of Preferred Securities may be given
at a separate meeting of such holders convened for such purpose or at a
meeting of securityholders of ConAgra Capital or pursuant to written
consent. ConAgra Capital will cause a notice of any meeting at which
holders of the Preferred Securities of a series are entitled to vote, or of
any matter upon which action may be taken by written consent of such
holders, to be mailed to each holder of record of the Preferred Securities
of such series. Each such notice will include a statement setting forth (i)
the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting
on which such holders are entitled to vote or of such matters upon which
written consent is sought and (iii) instructions for the delivery of
proxies or consents.
Notwithstanding that holders of Preferred Securities of any series are
entitled to vote or consent under any of the circumstances described above,
any of the Preferred Securities of any series that are owned by ConAgra or
any entity owned more than 50% by ConAgra, either directly or indirectly,
shall not be entitled to vote or consent and shall, for the purposes of
such vote or consent, be treated as if they were not outstanding.
Book-Entry-Only Issuance; The Depository Trust Company
DTC, New York, New York, will act as securities depository for the
Preferred Securities. The Preferred Securities will be issued only as
fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One or more fully- registered global Preferred
Securities certificates will be issued for each series of Preferred
Securities, representing all of the Preferred Securities of such series,
and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement
among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations ("Direct Participants"). DTC
is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Participants are on
file with the Commission.
Purchases of Preferred Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the
Preferred Securities on DTC's records. The ownership interest of each
actual purchaser of each Preferred Securities ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written
confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Preferred Securities, except in
the event that use of the book-entry system for the Preferred Securities is
discontinued.
To facilitate subsequent transfers, all Preferred Securities deposited
by Participants with DTC are registered in the name of Cede & Co. The
deposit of Preferred Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Preferred Securities;
DTC's records reflect only the identity of the Direct Participants to whose
accounts such Preferred Securities are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. If less then all of the
Preferred Securities of any series are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in
such series to be redeemed.
Although voting with respect to the Preferred Securities is limited,
in those cases where a vote is required, neither DTC nor Cede & Co. will
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC mails an Omnibus Proxy to ConAgra Capital as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
the Preferred Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Dividend payments on the Preferred Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the relevant
payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payments
on such payable date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such Participant and not of DTC, ConAgra Capital or
ConAgra, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of dividends to DTC will be the
responsibility of ConAgra Capital, disbursement of such payments to Direct
Participants will be the responsibility of DTC and disbursement of such
payments to the Beneficial Owners will be responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository
with respect to the Preferred Securities of any series at any time by
giving reasonable notice to ConAgra Capital and ConAgra. Under such
circumstances, in the event that a successor securities depository is not
obtained, Preferred Securities certificates for such series are required to
be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that ConAgra Capital believes to be
reliable, but neither ConAgra Capital nor ConAgra takes responsibility for
the accuracy thereof.
Registrar, Transfer Agent and Paying Agent
ConAgra will initially act as registrar, transfer agent and paying
agent for the Preferred Securities.
Registration of transfers of Preferred Securities of any series will
be effected without charge by or on behalf of ConAgra Capital, but upon
payment (with the giving of such indemnity as ConAgra Capital or ConAgra
may require) in respect of any tax or other governmental charges which may
be imposed in relation to it.
ConAgra Capital will not be required to register or cause to be
registered the transfer of Preferred Securities of a particular series
after such Preferred Securities have been called for redemption.
Miscellaneous
The Preferred Securities are not subject to any sinking fund
provisions. Holders of Preferred Securities of any series have no
preemptive rights.
ConAgra and ConAgra Capital will enter into an agreement (the "Expense
Agreement") pursuant to which ConAgra will agree to guarantee the payment
of any liabilities incurred by ConAgra Capital other than obligations to
holders of Preferred Securities, which will be separately guaranteed to the
extent set forth in the Limited Guarantee. See "Description of the Limited
Guarantee." The Expense Agreement will expressly provide that it is for the
benefit of, and is enforceable by, third parties to whom ConAgra Capital
owes such obligations. A copy of the form of Expense Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus
forms a part.
DESCRIPTION OF THE LIMITED GUARANTEE
Set forth below is condensed information concerning the limited
guarantee (the "Limited Guarantee") which will be executed and delivered by
ConAgra for the benefit of the holders from time to time of Preferred
Securities. This summary contains all material information concerning the
Limited Guarantee but does not purport to be complete. References to
provisions of the Limited Guarantee are qualified in their entirety by
reference to the text of the Limited Guarantee, a form of which has been
filed as an exhibit to the Registration Statement of which this Prospectus
forms a part.
General
ConAgra will irrevocably and unconditionally agree, to the extent set
forth herein, to pay in full, to the holders of the Preferred Securities of
any series, the Guarantee Payments (as defined below) (except to the extent
paid by ConAgra Capital), as and when due, regardless of any defense, right
of set-off or counterclaim which ConAgra Capital may have or assert. The
following payments to the extent not paid by ConAgra Capital (the
"Guarantee Payments") will be subject to the Limited Guarantee (without
duplication): (i) any accumulated and unpaid dividends which have been
theretofore declared on the Preferred Securities of such series out of
funds legally available therefor, (ii) the redemption price (including all
accumulated unpaid dividends) payable out of funds legally available
therefor with respect to Preferred Securities of any series called for
redemption by ConAgra Capital and (iii) upon the liquidation of ConAgra
Capital, the lesser of (a) the aggregate of the stated liquidation
preference and all accumulated and unpaid dividends (whether or not
declared) to the date of payment and (b) the amount of assets of ConAgra
Capital legally available for distribution to holders of Preferred
Securities of such series in liquidation. ConAgra's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required
amounts by ConAgra to the holders of Preferred Securities of any series or
by causing ConAgra Capital to pay such amounts to such holders.
Certain Covenants of ConAgra
In the Limited Guarantee, ConAgra will covenant that, so long as any
Preferred Securities of any series remain outstanding, neither ConAgra nor
any majority owned subsidiary of ConAgra will declare or pay any dividend
on, or redeem, purchase, acquire or make a liquidation payment with respect
to, any of ConAgra's capital stock or make any guarantee payments with
respect to the foregoing (other than payments under the Limited Guarantee,
payments to redeem common share purchase rights under ConAgra's shareholder
rights plan dated July 10, 1986, as amended, or the declaration of a
dividend of similar share purchase rights in the future), if at such time
ConAgra will be in default with respect to its payment or other obligations
under the Limited Guarantee or the Expense Agreement or there shall have
occurred any event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default under the Debentures then
outstanding.
In the Limited Guarantee, ConAgra will also covenant that, so long as
Preferred Securities of any series remain outstanding, it will (i) not
cause or permit any Common Securities of ConAgra Capital to be transferred,
(ii) maintain direct or indirect 100% ownership of all outstanding
securities of ConAgra Capital other than the Preferred Securities and any
other securities permitted to be issued by ConAgra Capital that would not
cause it to become an "investment company" under the Investment Company Act
of 1940, as amended, (iii) cause at least 21% of the total value of ConAgra
Capital and at least 21% of all interests in the capital, income, gain,
loss, deduction and credit of ConAgra Capital to be represented by Common
Securities, (iv) not voluntarily dissolve, windup or liquidate ConAgra
Capital or either of the Managing Members, (v) cause the Subsidiaries to
remain the Managing Members of ConAgra Capital and timely perform all of
their respective duties as Managing Members of ConAgra Capital and (vi) use
reasonable efforts to cause ConAgra Capital to remain a limited liability
company and otherwise continue to be treated as a partnership for U.S.
federal income tax purposes; provided that ConAgra may permit ConAgra
Capital to consolidate or merge with or into another limited liability
company or limited partnership as described above under "Description of
Preferred Securities -- Certain Restrictions on ConAgra Capital" so long as
ConAgra agrees to comply with the covenants described in clauses (i)
through (vi) above with respect to such successor limited liability company
or limited partnership.
Amendments and Assignment
Except with respect to any changes which do not adversely affect the
rights of holders of the Preferred Securities (in which case no vote will
be required), the Limited Guarantee may be amended only with the prior
approval of the holders of not less than 66 2/3% in stated liquidation
preference of all Preferred Securities of all series then outstanding. The
manner of obtaining any such approval of holders of the Preferred
Securities will be as set forth under "Description of Preferred Securities
-- Voting Rights." All guarantees and agreements contained in the Limited
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of ConAgra and shall inure to the benefit of the holders of
the Preferred Securities then outstanding.
Termination of the Limited Guarantee
The Limited Guarantee will terminate and be of no further force and
effect as to any series of Preferred Securities upon full payment of the
Redemption Price of all Preferred Securities of such series or upon the
retirement of all Preferred Securities of such series, and shall terminate
completely upon full payment of the amounts payable upon liquidation of
ConAgra Capital. The Limited Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of
Preferred Securities of any series must restore payment of any sums paid
under the Preferred Securities of such series or the Limited Guarantee.
Status of the Limited Guarantee
The Limited Guarantee will constitute an unsecured obligation of
ConAgra and will rank (i) subordinate and junior in right of payment to all
other liabilities of ConAgra, (ii) pari passu with the most senior
preferred stock now or hereafter issued by ConAgra and with any guarantee
now or hereafter entered into by ConAgra in respect of any preferred or
preference stock of any affiliate of ConAgra and (iii) senior to ConAgra's
common stock. For purposes of clause (ii), pari passu means that any
payments to which beneficiaries of the Limited Guarantee are entitled must
be shared with holders of any preferred or preference stock to which the
Limited Guarantee is stated to be pari passu ("Pari Passu Stock") to the
same extent as would be required under applicable law if instead the
Limited Guarantee constituted a class of preferred or preference stock of
ConAgra ranking pari passu with such Pari Passu Stock as to such payments.
The Limited Guarantee will constitute a guarantee of payment and not
of collection. Accordingly, a holder of Preferred Securities may enforce
the Limited Guarantee directly against ConAgra, and ConAgra will waive any
right or remedy to require that any action be brought against ConAgra
Capital or any other person or entity before proceeding against ConAgra.
The Limited Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not paid by ConAgra Capital.
Since ConAgra is a holding company, the rights of ConAgra and hence
the rights of creditors of ConAgra (including the rights of holders of
Preferred Securities under the Limited Guarantee), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of ConAgra
itself as a creditor of the subsidiary may be recognized.
Governing Law
The Limited Guarantee will be governed by and construed in accordance
with the laws of the State of New York.
DESCRIPTION OF THE DEBENTURES
Set forth below is condensed information concerning the Debentures
that will evidence the loans to be made by ConAgra Capital to ConAgra of
the proceeds of (i) Preferred Securities of each series and (ii) ConAgra
Capital's Common Securities and related capital contributions ("Common
Securities Payments"). See "Description of the Indentures" for a summary of
the material provisions of the subordinated indenture dated March 10, 1994
between ConAgra and First Trust National Association as Trustee (the
"Subordinated Indenture"). References to provisions of the Subordinated
Indenture are qualified in their entirety by reference to the text of the
Subordinated Indenture, a form of which has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. All
Debentures will be issued under the Subordinated Indenture.
General
The aggregate dollar amount of the Debentures relating to Preferred
Securities of any series will be set forth in the Prospectus Supplement for
such series and will be equal to the aggregate liquidation preference of
the Preferred Securities of such series, together with the related Common
Interest Payments.
The entire principal amount of all Debentures will become due and
payable, together with any accrued and unpaid interest thereon, including
Additional Interest (as herein defined) if any, on the earliest of (i) the
date that is the forty-ninth anniversary of the issuance of the Preferred
Securities of the first series issued, subject to ConAgra's right to
exchange such Debentures for new debentures or reborrow the proceeds from
the repayment of such Debentures upon the terms and subject to the
conditions set forth under "Description of Preferred Securities - -
Redemption" or (ii) the date upon which ConAgra Capital is dissolved, wound
up or liquidated.
Mandatory Prepayment
If ConAgra Capital redeems Preferred Securities of any series in
accordance with the terms thereof, the Debentures relating to such series
will become due and payable in a principal amount equal to the aggregate
stated liquidation preference of the Preferred Securities of such series so
redeemed (together with any accrued but unpaid interest, including
Additional Interest, if any, on the portion being prepaid). Any payment
pursuant to this provision shall be made prior to 12:00 noon, New York
time, on the date of such redemption or at such other time on such earlier
date as ConAgra Capital and ConAgra shall agree.
Optional Prepayment
ConAgra has the right to prepay the Debentures relating to Preferred
Securities of a series, without premium or penalty, in whole or in part
(together with any accrued but unpaid interest, including Additional
Interest, if any, on the portion being prepaid) at any time following the
date, if any, set forth in the Prospectus Supplement for such series.
Interest
The Debentures relating to Preferred Securities of a series shall bear
interest at the fixed annual rate set forth in the Prospectus Supplement
for such series, or shall bear interest in the manner otherwise specified
in such Prospectus Supplement, in each case accruing from the date they are
issued until maturity. Such interest shall be payable monthly on the last
day of each calendar month, commencing on the date specified in the
Prospectus Supplement relating to such series. In the event that any date
on which interest is payable on such Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The amount of interest payable for any full
monthly interest period will be computed on the basis of twelve 30-day
months and a 360-day year and, for any period shorter than a full monthly
interest period, will be computed on the basis of the actual number of days
elapsed in such period.
Option to Extend Interest Payment Period
ConAgra shall have the right at any time or times during the term of
such Debentures, so long as ConAgra is not in default in the payment of
interest under the Debentures, to extend the interest payment period up to
18 months, at the end of which period ConAgra will pay all interest then
accrued and unpaid (together with interest on each monthly installment of
interest at the rate used to compute such monthly installment, to the
extent permitted by applicable law); provided further that, during any such
extended interest period, neither ConAgra nor any majority owned subsidiary
of ConAgra shall pay or declare any dividends on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock (other than payments to redeem common share purchase rights under
ConAgra's shareholder rights plan dated July 10, 1986, as amended, or to
declare a dividend of similar share purchase rights in the future); and
provided further that any such extended interest period may only be
selected with respect to any Debenture if an extended interest period of
identical length is simultaneously selected for all Debentures. Prior to
the termination of any such extended interest payment period ConAgra may
further extend the interest payment period; provided that such extended
interest payment period, together with all such further extensions thereof,
may not exceed 18 months. Following the termination of any extended
interest payment period, if ConAgra has paid all accrued and unpaid
interest required by the Debentures for such period, then ConAgra shall
have the right to again extend the interest payment period up to 18 months
as herein described. ConAgra shall give ConAgra Capital notice of its
selection of such extended interest payment period one Business Day prior
to the earlier of (i) the date ConAgra Capital declares the related
dividend or (ii) the date ConAgra Capital is required to give notice of the
record or payment date of such related dividend to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of
the Preferred Securities, but in any event not less than two Business Days
prior to such record date. ConAgra will cause ConAgra Capital to give such
notice of ConAgra's selection of such extended interest payment period to
the holders of the Preferred Securities.
Additional Interest
In addition, if at any time following the date of the Prospectus
Supplement relating to the Preferred Securities of a series, ConAgra
Capital shall be required to pay, with respect to its income derived from
the interest payments on the Debentures relating to the Preferred
Securities of such series, any amounts for or on account of any taxes,
duties, assessments or governmental charges of whatever nature imposed by
the United States, or any other taxing authority, then, in any such case,
ConAgra will pay as interest such additional amounts ("Additional
Interest") as may be necessary in order that the net amounts received and
retained by ConAgra Capital after the payment of such taxes, duties,
assessments or governmental charges shall result in ConAgra Capital's
having such funds as it would have had in the absence of the payment of
such taxes, duties, assessments or governmental charges.
Method and Date of Payment
Each payment by ConAgra of principal and interest (including
Additional Interest, if any) on the Debentures shall be made to ConAgra
Capital in lawful money of the United States. Such interest shall be
payable monthly on the last day (an "Interest Payment Date") of each
calendar month commencing on the day specified in the applicable prospectus
supplement following issuance of the Debentures to the holder or holders of
the Debentures on the relevant record date (each, a "Record Date"), which
shall be one Business Day prior to the relevant Interest Payment Date. If
the Interest Payment Date is not a Business Day, then payment of the
interest payable on such day will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day (and the Record Date for such Interest Payment Date shall be
one Business Day prior to the date on which payment is to be made), in each
case with the same force and effect as if made on such date.
Set-off
Notwithstanding anything to the contrary in the Subordinated Indenture
or Debentures, ConAgra shall have the right to set-off any payment it is
otherwise required to make thereunder with and to the extent ConAgra has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Limited Guarantee.
Subordination
The Subordinated Indenture will provide that ConAgra and the holders
of the Debentures (including ConAgra Capital) covenant and agree (and each
holder of Preferred Securities by acceptance thereof agrees) that each of
the Debentures is subordinate and junior in right of payment to all Senior
Indebtedness as provided in the Subordinated Indenture. The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than non-
recourse obligations and the indebtedness issued under the Subordinated
Indenture) of, or guaranteed or assumed by, ConAgra for borrowed money
(including both senior and subordinated indebtedness for borrowed money
(other than the Debentures)), or evidenced by bonds, debentures, notes or
other similar instruments, and amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligation,
whether existing as of the date of the Subordinated Indenture or
subsequently incurred by ConAgra.
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, or any proceedings for liquidation, dissolution
or other winding up of ConAgra or a substantial part of its property,
whether or not involving insolvency or bankruptcy, or (b) that (i) a
default shall have occurred with respect to the payment of principal of
(and premium, if any) or interest on or other monetary amounts due and
payable on any Senior Indebtedness or (ii) there shall have occurred an
event of default (other than a default in the payment of principal (or
premium, if any) or interest, or other monetary amounts due and payable)
with respect to any Senior Indebtedness, as defined therein or in the
instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of
time, or both), and such event of default shall have continued beyond the
period of grace, if any, in respect thereof, and, in the cases of
subclauses (i) and (ii) of this clause (b), such default or event of
default shall not have been cured or waived or shall not have ceased to
exist, or (c) that the principal of or the accrued interest on the
Debentures shall have been declared due and payable upon an Event of
Default and such declaration shall not have been rescinded and annulled as
provided therein, then the holders of all Senior Indebtedness shall first
be entitled to receive payment of the full amount due thereon, or provision
shall be made for such payment in money or money's worth, before the
holders of any of the Debentures are entitled to receive a payment on
account of the principal of (and premium, if any) or any interest on the
indebtedness evidenced by the Debentures.
Since ConAgra is a holding company, the rights of ConAgra and hence
the rights of creditors of ConAgra (including the rights of holders of the
Debentures), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary,
except to the extent that claims of ConAgra itself as a creditor of the
subsidiary may be recognized.
Covenants
In the Debentures, ConAgra will covenant that, so long as any
Preferred Securities of any series remain outstanding, neither ConAgra nor
any majority owned subsidiary of ConAgra will declare or pay any dividend
on, or redeem, purchase, acquire or make a liquidation payment with respect
to, any of ConAgra's capital stock or make any guarantee payments with
respect to the foregoing (other than payments under the Limited Guarantee,
payments to redeem common share purchase rights under ConAgra's shareholder
rights plan dated July 10, 1986, as amended, or the declaration of a
dividend of similar share purchase rights in the future) if at such time
ConAgra will be in default with respect to its payment or other obligations
under the Limited Guarantee or the Expense Agreement or there shall have
occurred any event that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default under the Debentures.
In the Debentures, ConAgra will also covenant that, so long as
Preferred Securities of any series remain outstanding, it will (i) not
cause or permit any Common Securities of ConAgra Capital to be transferred,
(ii) maintain direct or indirect ownership of all outstanding securities in
ConAgra Capital other than the Preferred Securities and any other
securities permitted to be issued by ConAgra Capital that would not cause
it to become an "investment company" under the Investment Company Act of
1940, as amended, (iii) cause at least 21% of the total value of ConAgra
Capital and at least 21% of all interests in the capital, income, gain,
loss, deduction and credit of ConAgra Capital to be represented by Common
Securities, (iv) not voluntarily dissolve, windup or liquidate ConAgra
Capital or either of the Managing Members, (v) cause the Subsidiaries to
remain the Managing Members of ConAgra Capital and timely perform all of
their respective duties as Managing Members of ConAgra Capital, and (vi)
use reasonable efforts to cause ConAgra Capital to remain a limited
liability company and otherwise continue to be treated as a partnership for
U.S. federal income tax purposes; provided that ConAgra may permit ConAgra
Capital to consolidate or merge with or into another limited liability
company as described above under "Description of Preferred Securities --
Certain Restrictions on ConAgra Capital" so long as ConAgra agrees to
comply with the covenants described in clauses (i) through (vi) above with
respect to such successor limited liability company.
So long as ConAgra Capital holds the Debentures of any series, it may
not waive compliance or waive any default in compliance by ConAgra of any
covenant or other term in the Debentures of any series or the Subordinated
Indenture without the approval of the same percentage of the holders of
Preferred Securities of such series, obtained in the same manner, as would
be required for an amendment of such Debentures to the same effect.
Events of Default
If one or more of the following events (each an "Event of Default")
shall occur and be continuing:
(a) ConAgra shall fail to pay when due any interest, including
any Additional Interest, under the Debentures of any series and such
default shall continue for 30 days (whether or not payment is
prohibited by the provisions described above under "Subordination" or
otherwise); provided that a valid extension of the interest payment
period by ConAgra shall not constitute a default in the payment of
interest for this purpose;
(b) ConAgra shall fail to pay when due any principal under the
Debentures of any series (whether or not payment is prohibited by the
provisions described above under "Subordination" or otherwise);
(c) ConAgra shall fail to perform or observe any other term,
covenant or agreement contained in the Debentures of any series for a
period of 90 days after written notice thereof, as provided in the
Subordinated Indenture;
(d) the dissolution, winding up or liquidation of ConAgra
Capital; or
(e) certain events of bankruptcy, insolvency or reorganization
of ConAgra Capital or ConAgra;
then ConAgra Capital will have the right to declare the principal of and
the interest on the Debentures (including any Additional Interest and any
interest subject to an extension election) and any other amounts payable
under the Debentures to be forthwith due and payable and to enforce its
other rights as a creditor with respect to the Debentures. No Debentures
may be so accelerated by ConAgra Capital unless all Debentures are so
accelerated. Under the terms of the Preferred Securities, the holders of
outstanding Preferred Securities will have the rights referred to under
"Description of Preferred Securities -- Voting Rights," including the right
to appoint a trustee, which trustee shall be authorized to exercise ConAgra
Capital's right to accelerate the principal amount of the Debentures and to
enforce ConAgra Capital's other creditor rights under the Debentures;
provided that any trustee so appointed shall vacate office immediately if
any such Event of Default shall have been cured by ConAgra. In addition, in
the event ConAgra fails to pay any principal or interest under the
Debentures of any series when due, holders of Preferred Securities shall,
under certain circumstances, be entitled to enforce ConAgra Capital's right
to receive such payments under all Debentures then outstanding directly
against ConAgra.
Governing Law
The Debentures and Subordinated Indenture will be governed by and
construed in accordance with the laws of the State of New York.
Miscellaneous
ConAgra shall have the right at all times to assign any of its rights
or obligations under the Debentures to a direct or indirect wholly owned
subsidiary of ConAgra; provided that, in the event of any such assignment,
ConAgra shall remain jointly and severally liable for all such obligations;
and provided further that ConAgra shall have received an opinion of
nationally recognized tax counsel that such assignment shall not constitute
a taxable event to the holders of Preferred Securities for federal income
tax purposes. ConAgra Capital may not assign any of its rights under the
Debentures without the prior written consent of ConAgra. Subject to the
foregoing, the Debentures shall be binding upon and inure to the benefit of
ConAgra and ConAgra Capital and their respective successors and assigns.
The Debentures may not otherwise be assigned by ConAgra or ConAgra Capital,
except as described above under "Description of Preferred Securities --
Certain Restrictions on ConAgra Capital." Any assignment by ConAgra or
ConAgra Capital in contravention of these provisions will be null and void.
The Subordinated Indenture provides that ConAgra may consolidate or
merge with, or convey, transfer or lease its properties and assets
substantially as an entirety to any other corporation, provided that such
successor corporation expressly assumes all obligations of ConAgra under
the Subordinated Indenture and certain other conditions are met.
The Debentures may be amended by mutual consent of ConAgra and the
holders thereof in the manner the parties shall agree; provided that, so
long as any of the Preferred Securities remain outstanding, no such
amendment shall be made that adversely affects the holders of Preferred
Securities then outstanding, and no termination of the Debentures shall
occur, without the prior consent of the holders of not less than 66 2/3% in
stated liquidation preference of all Preferred Securities then outstanding
(or, under certain circumstances, 100% in stated liquidation preference of
all Preferred Securities then outstanding), unless and until the Debentures
and all accrued and unpaid interest thereon (including Additional Interest,
if any) shall have been paid in full.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain United States federal
income tax consequences of the purchase, ownership and disposition of
Preferred Securities and is based upon the advice of Davis Polk & Wardwell,
special United States tax counsel, with respect to United States federal
income taxes. It deals only with Preferred Securities held as capital
assets by initial purchasers who acquire the Preferred Securities at the
original offering price, and not with special classes of holders, such as
dealers in securities or currencies, life insurance companies, persons
holding Preferred Securities as a hedge or hedge against currency risks or
as part of a straddle, or persons whose functional currency is not the U.S.
dollar. This summary is based on tax laws in effect in the United States,
regulations thereunder and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change
(possibly on a retroactive basis). This summary deals only with holders who
purchase Preferred Securities of any series, and is subject to additional
discussion of material United States federal income tax consequences that
may appear in a Prospectus Supplement delivered in connection with a
particular series of Preferred Securities.
PROSPECTIVE PURCHASERS OF PREFERRED SECURITIES ARE ADVISED TO CONSULT
THEIR OWN TAX ADVISORS AS TO THE UNITED STATES OR OTHER TAX CONSEQUENCES OF
THE PURCHASE, OWNERSHIP AND DISPOSITION OF PREFERRED SECURITIES, INCLUDING
THE EFFECT OF ANY STATE OR LOCAL TAX LAWS.
Income from the Preferred Securities
ConAgra Capital will be treated as a partnership for federal income
tax purposes. Each holder of Preferred Securities (a "Securityholder") will
be required to include in gross income the Securityholder's distributive
share of ConAgra Capital's net income, which will generally be equal to the
amount of interest received or accrued on the Debentures (see below under
"Potential Extension of Payment Period"). Any amount so included in a
Securityholder's gross income will increase its tax basis in the Preferred
Securities, and the amount of cash dividends to the Securityholder will
reduce its tax basis in the Preferred Securities. No portion of the amounts
received on a Preferred Securities will be eligible for the dividends
received deduction.
ConAgra Capital does not presently intend to make an election under
section 754 of the Internal Revenue Code of 1986, as amended. As a result,
a subsequent purchaser of Preferred Securities will not be permitted to
adjust its taxable income from ConAgra Capital to reflect any difference
between its purchase price for the Preferred Securities and ConAgra
Capital's underlying tax basis for its assets.
Disposition of the Preferred Securities
Gain or loss will be recognized on a sale, exchange or other
disposition of the Preferred Securities (including a distribution of cash
in redemption of all of a Securityholder's Preferred Securities) equal to
the difference between the amount realized and the Securityholder's tax
basis in the Preferred Securities disposed of. In the case of a cash
distribution in partial redemption of a Securityholder's Preferred
Securities, no loss will be recognized, the Securityholder's tax basis in
the Preferred Securities will be reduced by the amount of the distribution,
and the Securityholder will recognize gain to the extent, if any, that the
amount of the distribution exceeds its tax basis in the Preferred
Securities. Gain or loss recognized by a Securityholder on the sale or
exchange of Preferred Securities held for more than one year will generally
be taxable as long-term capital gain or loss although under certain
circumstances Securityholders other than initial purchasers who acquire the
Preferred Securities at the original offering price may be required to
treat a portion of the proceeds realized upon disposition as ordinary
income.
Potential Extension of Payment Period
Under the terms of any Debenture evidencing a loan that may be made
from the proceeds of the issuance of Preferred Securities, ConAgra may be
permitted to extend the interest payment period up to 18 months. In the
event that ConAgra exercises this right, ConAgra may not declare dividends
on any shares of its preferred or common stock, and therefore, the
likelihood of extension of the payment period is, in the view of ConAgra
Capital and ConAgra, remote. In the event that the payment period is
extended, ConAgra Capital will continue to accrue income, equal to the
amount of the interest payment due at the end of the extended payment
period, over the length of the extended payment period.
Accrued income will be allocated, but not distributed, to holders of
record on the last day of each calendar month. As a result, beneficial
owners during an extended interest payment period will include interest in
gross income in advance of the receipt of cash and any such holders who
dispose of Preferred Securities prior to the record date for the payment of
dividends following such extended interest payment period will include
interest in gross income but will not receive from ConAgra Capital any cash
related thereto. The tax basis of a Preferred Securities will be increased
by the amount of any interest that is included in income without a receipt
of cash, and will be decreased again when such holders of record
subsequently receive cash from ConAgra Capital.
United States Alien Holders
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the
United States, a foreign corporation, a non-resident alien individual, a
foreign partnership or a non- resident fiduciary of a foreign estate or
trust.
Under present United States federal income tax law:
(i) payments by ConAgra Capital or any of its paying agents to
any holder of a Preferred Securities who or which is a United States
Alien Holder will not be subject to United States federal withholding
tax; provided that (a) the beneficial owner of the Preferred
Securities does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of ConAgra
entitled to vote, (b) the beneficial owner of the Preferred Securities
is not a controlled foreign corporation that is related to ConAgra
through stock ownership, and (c) either (A) the beneficial owner of
the Preferred Securities certifies to ConAgra Capital or its agent,
under penalties of perjury, that it is not a United States holder and
provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business
(a "Financial Institution") and holds the Preferred Securities
certifies to ConAgra Capital or its agent under penalties of perjury
that such statement has been received from the beneficial owner by it
or by a Financial Institution between it and the beneficial owner and
furnishes ConAgra Capital or its agent with a copy thereof; and
(ii) a United States Alien Holder of a Preferred Securities will
not be subject to United States federal withholding tax on any gain
realized upon the sale or other disposition of Preferred Securities.
ConAgra Capital Information Returns
Within 90 days after the close of every taxable year of ConAgra
Capital, the Managing Members of ConAgra Capital will furnish each holder
of the Preferred Securities with a Schedule K-1 setting forth such
Securityholder's allocable share of income for ConAgra Capital's taxable
year.
Any person who holds Preferred Securities as a nominee for another
person is required to furnish to ConAgra Capital (a) the name, address and
taxpayer identification number of the beneficial owners and the nominee;
(b) notice of whether each beneficial owner is (i) a person that is not a
United States person, (ii) a foreign government, an international
organization or any wholly owned agency or instrumentality of either of the
foregoing, or (iii) a tax-exempt entity; (c) the amount and description of
Preferred Securities held, acquired or transferred for the beneficial
owners; and (d) certain information including the dates of acquisitions and
transfers, methods of acquisition and the costs thereof, as well as net
proceeds from transfers. Brokers and financial institutions are required to
furnish additional information, including whether they are a United States
person and certain information on Preferred Securities they acquire, hold
or transfer for their own account. A penalty of $50 is imposed for each
failure to report the above information to ConAgra Capital, up to a maximum
of $100,000 per calendar year for all failures.
DESCRIPTION OF THE INDENTURES
The Debt Securities are to be issued under either (i) an indenture (the
"Senior Indenture"), dated as of October 8, 1990, between ConAgra and The
Chase Manhattan Bank (National Association), as trustee, a copy of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, or (ii) the Subordinated Indenture, a copy of
which has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. The terms of each Indenture are the same in
all material respects, except as described below. The following is a
summary of certain provisions of each Indenture and does not purport to be
complete. Reference is made to each Indenture for a complete statement of
such provisions. Certain capitalized terms used below are defined in each
Indenture and have the meanings given them in each Indenture. Section
references are to each Indenture. Wherever particular sections or defined
terms of each Indenture are referred to, such sections or defined terms are
incorporated by reference as part of the statement made, and the statement
is qualified in its entirety by such reference.
The Prospectus Supplement will contain any additional or revised
information with respect to the senior and subordinated debt outstanding as
of the date of the Prospectus Supplement.
General
The Indentures do not limit the amount of debentures, notes or other
evidences of indebtedness which may be issued thereunder. The Indentures
provide that Debt Securities may be issued from time to time in one or more
series and may be denominated and payable in foreign currencies or units
based on or relating to foreign currencies, including European Currency
Units ("ECUs"). Special United States federal income tax considerations
applicable to any Debt Securities so denominated will be described in the
relevant Prospectus Supplement. The Debt Securities issued under the Senior
Indenture will be unsecured and will rank pari passu with all other
unsecured and unsubordinated obligations of ConAgra. The Debt Securities
issued under the Subordinated Indenture will be subordinate and junior in
right of payment to the extent and in the manner set forth in the
Subordinated Indenture to all Senior Indebtedness of ConAgra (see
"Subordination").
Reference is made to the Prospectus Supplement for the following terms
of the Debt Securities (to the extent such terms are applicable to such
Debt Securities and are not set forth herein) offered pursuant thereto (the
"Offered Debt Securities"): (i) designation, aggregate principal amount,
purchase price and denomination; (ii) currency or currency units based on
or relating to currencies in which such Debt Securities are denominated
and/or in which principal (and premium, if any) and/or any interest will or
may be payable; (iii) the date of maturity; (iv) interest rate or rates (or
method by which such rate will be determined), if any; (v) the dates on
which any such interest will be payable; (vi) the place or places where the
principal of and interest, if any, on the Offered Debt Securities will be
payable; (vii) any redemption or sinking fund provisions; (viii) whether
the Offered Debt Securities will be issuable in registered form or bearer
form and, if Offered Debt Securities in bearer form are issuable,
restrictions applicable to the exchange of one form for another and to the
offer, sale and delivery of Offered Debt Securities in bearer form; (ix)
whether and under what circumstances ConAgra will pay additional amounts on
Offered Debt Securities held by a person which is not a U.S. person (as
defined in the Prospectus Supplement) in respect of any tax, assessment or
governmental charge withheld or deducted, and if so, whether ConAgra will
have the option to redeem such Debt Securities rather than pay such
additional amounts; and (x) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants
provided for with respect to Offered Debt Securities, and any terms which
may be required by or advisable under United States laws or regulations.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the
Prospectus Supplement. Such services will be provided without charge, other
than any tax or other governmental charge payable in connection therewith,
but subject to the limitations provided in the Indenture. Debt Securities
in bearer form and the coupons, if any, appertaining thereto will be
transferable by delivery.
Debt Securities will bear interest at a fixed rate (a "Fixed Rate
Security") or a floating rate (a "Floating Rate Security"). Debt Securities
bearing no interest or interest at a rate which, at the time of issuance,
is below the prevailing market rate, will be sold at a discount below their
stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to
certain Debt Securities issued at par which are treated as having been
issued at a discount for United States federal income tax purposes will be
described in the relevant Prospectus Supplement.
Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest
payable on any interest payment date, to be determined by reference to one
or more currency exchange rates, commodity prices, equity indices or other
factors. Holders of such Debt Securities may receive a principal amount on
any principal payment date, or a payment of interest on any interest
payment date, that is greater than or less than the amount of principal or
interest otherwise payable on such dates, depending upon the value on such
dates of the applicable currency, commodity, equity index or other factor.
Information as to the methods for determining the amount of principal or
interest payable on any date, the currencies, commodities, equity indices
or other factors to which the amount payable on such date is linked and
certain additional tax considerations will be set forth in the applicable
Prospectus Supplement.
The Indentures contain no covenants or other specific provisions to
afford protection to holders of the Debt Securities in the event of a
highly leveraged transaction or a change in control of ConAgra, except to
the limited extent (i) described under "Limitations on Liens", "Limitation
on Sale and Lease-Back Transactions" and "Consolidation, Merger, Conveyance
or Transfer" below with respect to the Senior Indenture and (ii) described
under "Consolidation, Merger, Conveyance or Transfer" below with respect to
the Subordinated Indenture. Such covenants or provisions are not subject to
waiver by ConAgra's Board of Directors without the consent of the holders
of not less than a majority in principal amount of Debt Securities of each
series as described under "Modification of Indenture" below.
Registered Global Securities
The registered Debt Securities of a series may be issued in the form
of one or more fully registered global Debt Securities (a "Registered
Global Security") that will be deposited with a depositary (the
"Depositary"), or with a nominee for a Depositary identified in the
Prospectus Supplement relating to such series.
In such cases, one or more Registered Global Securities will be issued
in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of outstanding registered Debt Securities of the
series to be represented by such Registered Global Security or Securities.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a Registered Global Security may not be
transferred except as a whole by the Depositary for such Registered Global
Security to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered
Global Security will be described in the Prospectus Supplement relating to
such series. ConAgra anticipates that the following provisions will apply
to all depositary arrangements.
Upon the issuance of a Registered Global Security, the Depositary for
such Registered Global Security will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts
of persons that have accounts with such Depositary ("participants"). The
accounts to be credited shall be designated by any underwriters or agents
participating in the distribution of such Debt Securities or by ConAgra if
such Debt Securities are offered and sold directly by ConAgra. Ownership of
beneficial interest in a Registered Global Security will be limited to
participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Registered Global Security will
be shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depositary for such Registered Global
Security (with respect to interests of participants) or by participants or
persons that hold through participants (with respect to interests of
persons other than participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Registered Global Security.
So long as the Depositary for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered
Global Security for all purposes under the respective Indenture. Except as
set forth below, owners of beneficial interests in a Registered Global
Security will not be entitled to have the Debt Securities represented by
such Registered Global Security registered in their names, will not receive
or be entitled to receive physical delivery of such Debt Securities in
definitive form and will not be considered the owners or holders thereof
under the respective Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global
Security. None of ConAgra, the Trustee under the respective Indenture or
any paying agent for such Debt Securities will have any responsibility or
liability for any aspect of the records to or payments made on account of
beneficial ownership interests in such Registered Global Security or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
ConAgra expects that the Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest, will immediately credit participants'
accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Registered Global
Security as shown on the records of such Depositary. ConAgra also expects
that payments by participants to owners of beneficial interest in such
Registered Global Security held through such participants will be governed
by standing instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form registered
in "street names," and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by ConAgra within
ninety days or an Event of Default has occurred and is continuing with
respect to such Debt Securities, ConAgra will issue such Debt Securities in
definitive form in exchange for such Registered Global Security. In
addition, ConAgra may at any time and in its sole discretion determine not
to have the Debt Securities of a series represented by one or more
Registered Global Securities and, in such event, will issue Debt Securities
of such series in definitive form in exchange for the Registered Global
Securities or Securities representing such Debt Securities.
Further, if ConAgra so specifies with respect to the Debt Securities
of a series, an owner of a beneficial interest in a Registered Global
Securities representing such Debt Securities may, on terms acceptable to
ConAgra and the Depositary for such Registered Global Securities, receive
such Debt Securities in definitive form. In any such instance, an owner of
a beneficial interest in such a Registered Global Securities will be
entitled to have Debt Securities equal in principal amount to such
beneficial interest registered in its name and will be entitled to physical
delivery of such Debt Securities in definitive form. Debt Securities so
issued in definitive form will, except as set forth in the applicable
Prospectus Supplement, be issued in denominations of $100,000 and integral
multiples of $1,000 in excess thereof and will be issued in registered form
only without coupons.
Certain Covenants of ConAgra in the Senior Indenture
The following restrictions apply to the Offered Debt Securities issued
under the Senior Indenture unless the Prospectus Supplement provides
otherwise.
Limitations on Liens
The Senior Indenture states that, unless the terms of any series of
Debt Securities provide otherwise, ConAgra will not and will not permit any
Consolidated Subsidiary to issue, assume or guarantee any indebtedness for
money borrowed ("Secured Indebtedness") secured by a mortgage, pledge
security interest or other lien (a "Lien") upon or with respect to any
Principal Property or on the capital stock of any Consolidated Subsidiary
that owns Principal Property unless (a) ConAgra makes effective provision
whereby the Offered Debt Securities shall be secured by such Lien equally
and ratably with any and all other obligations and indebtedness thereby
secured, or (b) the aggregate amount of all such Secured Indebtedness of
ConAgra and its Consolidated Subsidiaries, together with all Attributable
Debt (as defined in the Indenture) in respect of Sale and Lease-Back
Transactions existing at such time (with the exception of transactions
which are not subject to the limitation described in "Limitation on Sale
and Lease-Back Transactions" below), would not exceed 10% of the net
tangible assets (as defined in the Indenture) of ConAgra and the
Consolidated Subsidiaries, as shown on the audited consolidated balance
sheet contained in the latest annual report to stockholders of ConAgra.
Such limitation will not apply to (a) any Lien existing on any
Principal Property at the date of the Indenture, (b) any Lien created by a
Consolidated Subsidiary in favor of ConAgra or any wholly-owned
Consolidated Subsidiary, (c) any Lien existing on any asset of any
corporation at the time such corporation becomes a Consolidated Subsidiary
or at the time such corporation is merged or consolidated with or into
ConAgra or a Consolidated Subsidiary, (d) any lien on any asset existing at
the time of acquisition thereof, (e) any lien on any asset securing Secured
Indebtedness incurred or assumed for the purpose of financing all or any
part of the cost of acquiring or improving such asset, if such Lien
attaches to such asset concurrently with or without 180 days after the
acquisition or improvement thereof, (f) any Lien incurred in connection
with pollution control, industrial revenue or any similar financing or (g)
any refinancing, extension, renewal or replacement of any of the Liens
described in this paragraph if the principal amount of the Secured
Indebtedness secured thereby is not increased and is not secured by any
additional assets.
The Senior Indenture defines the term "Principal Property" to mean, as
of any date, any building structure or other facility together with the
land upon which it is erected and fixtures comprising a part thereof, used
primarily for manufacturing, processing or production, in each case located
in the United States, and owned or leased or to be owned or leased by
ConAgra or any Consolidated Subsidiary, and in each case the net book value
of which as of such date exceeds 2% of the net tangible assets (as defined
in the Indenture) of ConAgra and the Consolidated Subsidiaries, as shown on
the audited consolidated balance sheet contained in the latest annual
report to stockholders of ConAgra, other than any such land, building,
structure or other facility or portion thereof which, in the opinion of the
Board of Directors of ConAgra, is not of material importance to the
business conducted by ConAgra and its Consolidated Subsidiaries, considered
as one enterprise.
The Senior Indenture defines the term "Consolidated Subsidiary" to
mean a subsidiary of ConAgra the accounts of which are consolidated with
those of ConAgra in accordance with generally accepted accounting
principles. (Section 3.6)
Limitation on Sale and Lease-Back Transactions
The Senior Indenture states that, unless the terms of any series of
Debt Securities provide otherwise, neither ConAgra nor any Consolidated
Subsidiary may enter into any arrangement with any person (other than
ConAgra) providing for the leasing by ConAgra or a Consolidated Subsidiary
of any Principal Property (except for temporary leases for a term of not
more than three years), which property has been or is to be sold or
transferred by ConAgra or a Consolidated Subsidiary to such person (herein
referred as a "Sale and Lease-Back Transaction"). (Sections 3.6 and 3.7)
Such limitation will not apply to any Sale and Lease-Back Transaction
if (a) the net proceeds to ConAgra or such Consolidated Subsidiary from the
sale or transfer equal or exceed the fair value (as determined by the Board
of Directors of ConAgra) of the property so leased, (b) ConAgra or such
Consolidated Subsidiary would be entitled to incur indebtedness secured by
a Lien on the property to be leased as described in "Limitation on Liens"
above or (c) ConAgra, within 90 days of the effective date of any such Sale
and Lease-Back Transaction, applies an amount equal to the fair value (as
determined by the Board of Directors of ConAgra) of the property so leased
to the retirement of Funded Indebtedness of ConAgra. (Section 3.7)
Subordination Under the Subordinated Indenture
The Debt Securities issued under the Subordinated Indenture will be
subordinate and junior in right of payment, to the extent and in the manner
set forth in the Subordinated Indenture, to all "Senior Indebtedness" of
ConAgra. The Subordinated Indenture defines "Senior Indebtedness" as
obligations (other than non- recourse obligations or Debt Securities issued
under the Subordinated Indenture) of, or guaranteed or assumed by, ConAgra
for borrowed money or evidenced by bonds, debentures, notes or other
similar instruments, and amendments, renewals, extensions, modifications
and refundings of any such indebtedness or obligation, whether existing as
of the date of the Subordinated Indenture or subsequently incurred by
ConAgra. (Section 1.1 and Article Thirteen)
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, or any proceedings for liquidation, dissolution
or other winding up of ConAgra or a substantial part of its property,
whether or not involving insolvency or bankruptcy, or (b) that (i) a
default shall have occurred with respect to the payment of principal of
(and premium, if any) or interest on or other monetary amounts due and
payable on any Senior Indebtedness or (ii) there shall have occurred an
event of default (other than a default in the payment of principal (or
premium, if any) or interest, or other monetary amounts due and payable)
with respect to any Senior Indebtedness, as defined therein or in the
instrument under which the same is outstanding, permitting the holder or
holders thereof to accelerate the maturity thereof (with notice or lapse of
time, or both), and such event of default shall have continued beyond the
period of grace, if any, in respect thereof, and, in the cases of
subclauses (i) and (ii) of this clause (b), such default or event of
default shall not have been cured or waived or shall not have ceased to
exist, or (c) that the principal of or the accrued interest on the Debt
Securities of any series shall have been declared due and payable upon an
Event of Default pursuant to Section 5.1 of the Subordinated Indenture and
such declaration shall not have been rescinded and annulled as provided
therein, then the holders of all Senior Indebtedness shall first be
entitled to receive payment of the full amount due thereon, or provision
shall be made for such payment in money or money's worth, before the
holders of any of the Debt Securities issued under the Subordinated
Indenture are entitled to receive a payment on account of the principal of
(and premium, if any) or any interest on the indebtedness evidenced by the
Debt Securities. (Section 13.1)
Events of Default
An Event of Default will occur under the applicable Indenture with
respect to Debt Securities of any series if (a) ConAgra shall fail to pay
when due any installment of interest on any of the Debt Securities of such
series and such default shall continue for 30 days, (b) ConAgra shall fail
to pay when due all or any part of the principal of (and premium, if any,
on) any of the Debt Securities of such series (whether at maturity, upon
redemption, upon acceleration or otherwise), (c) ConAgra shall fail to
perform or observe any other term, covenant or agreement contained in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Debt Securities other than such series) for a period
of 90 days after written notice thereof, as provided in the Indenture, (d)
certain events of bankruptcy, insolvency or reorganization shall have
occurred or (e) ConAgra has not complied with any other covenant the
noncompliance with which would specifically constitute an Event of Default
with respect to Debt Securities of such series. (Section 5.1)
Each Indenture provides that (a) if an Event of Default due to the
default in payment of principal of, or interest on, any series of Debt
Securities or due to the default in the performance or breach of any other
covenant or warranty of ConAgra applicable to the Debt Securities of such
series but not applicable to all outstanding Debt Securities shall have
occurred and be continuing, either the Trustee or the holders of 25% in
principal amount of the Debt Securities of such series may then declare the
principal of all Debt Securities of such series and interest accrued
thereon to be due and payable immediately (provided, with respect to Debt
Securities issued under the Subordinated Indenture, that the payment of
principal and interest on such Debt Securities of such series shall remain
subordinated to the extent provided in Article Thirteen of the Subordinated
Indenture), and (b) if an Event of Default due to default in the
performance of any other of the covenants or agreements in the Indenture
applicable to all outstanding Debt Securities or due to certain events of
bankruptcy, insolvency and reorganization of ConAgra, shall have occurred
and be continuing, either the Trustee or the holders of 25% in principal
amount of all Debt Securities then outstanding (treated as one class) may
declare the principal of all Debt Securities and interest accrued thereon
to be due and payable immediately (provided, with respect to Debt
Securities issued under the Subordinated Indenture, that the payment of
principal and interest on such Debt Securities of such series shall remain
subordinated to the extent provided in Article Thirteen of the Subordinated
Indenture), but upon certain conditions such declarations may be annulled
and past defaults may be waived (except a continuing default in payment of
principal of (or premium, if any) or interest on the Debt Securities) by
the holders of a majority in principal amount of the Debt Securities of
such series (or all series, as the case may be) then outstanding. (Sections
5.1 and 5.10)
The holders of a majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that such
direction shall not be in conflict with any rule of law or the applicable
Indenture. (Section 5.9) Before proceeding to exercise any right of power
under the applicable Indenture at the direction of such holders, the
Trustee shall be entitled to receive from such holders reasonable security
or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with any such direction. (Section 5.6)
ConAgra will be required to furnish to the Trustee under each
Indenture annually a statement of certain officers of ConAgra to the effect
that, to the best of their knowledge, ConAgra is not in default of the
performance of the terms of the Indenture or, if they have knowledge that
ConAgra is in default, specifying such default. (Section 3.5)
Each Indenture provides that no holder of Debt Securities issued under
the Indenture may institute any action against ConAgra under the Indenture
(except actions for payment of overdue principal or interest) unless (a)
the holder previously shall have given to the Trustee written notice of
default and continuance thereof and unless the holders of not less than 25%
in principal amount of the Debt Securities of such affected series issued
under the Indenture and then outstanding shall have requested the Trustee
to institute such action and shall have offered the Trustee reasonable
indemnity, (b) the Trustee shall not have instituted such action within 60
days of such request, and (c) the Trustee shall not have received direction
inconsistent with such written request by the holders of a majority in
principal amount of the Debt Securities of such affected series issued
under the Indenture and then outstanding. (Sections 5.6 and 5.9)
Each Indenture requires the Trustee to give to all holders of
outstanding Debt Securities of any series notice of any default by ConAgra
with respect to that series, unless such default shall have been cured or
waived; however, except in the case of a default in the payment of
principal of (and premium, if any) or interest on any outstanding Debt
Securities of that series or in the payment of any sinking fund
installment, the Trustee is entitled to withhold such notice in the event
that the board of directors, the executive committee or a trust committee
of directors or certain officers of the Trustee in good faith determines
that withholding such notice is in the interest of the holders of the
outstanding Debt Securities of that series. (Section 5.11)
Defeasance and Discharge
The following defeasance provision will apply to the Offered Debt
Securities unless the Prospectus Supplement provides otherwise.
The Indenture provides that, unless the terms of any series of Debt
Securities provide otherwise, ConAgra will be discharged from obligations
in respect of the Indenture and the outstanding Debt Securities of such
series (including, with respect to the Senior Indenture, its obligation to
comply with the provisions referred to under "Certain Covenants of
ConAgra", if applicable, but excluding under each Indenture certain other
obligations, such as the obligation to pay principal of (and premium, if
any) and interest on the Debt Securities of such series then outstanding
and obligations to register the transfer or exchange of such outstanding
Debt Securities and to replace stolen, lost or mutilated certificates),
upon the irrevocable deposit, in trust, of cash or, in the case of Debt
Securities payable only in U.S. dollars, U.S. Government Obligations (as
defined in the Indenture) which through the payment of interest and
principal thereof in accordance with their terms will provide cash in an
amount sufficient to pay any installment of principal of (and premium, if
any) and interest on and mandatory sinking fund payments in respect of such
outstanding Debt Securities on the stated maturity of such payments in
accordance with the terms of the Indenture and such outstanding Debt
Securities provided that ConAgra has received an opinion of counsel or
officers' certificate to the effect that such a discharge will not be
deemed, or result in, a taxable event with respect to holders of the
outstanding Debt Securities of such series and that certain other
conditions are met. In addition, with respect to the Subordinated
Indenture, in order to be discharged (i) no event or condition shall exist
that, pursuant to certain provisions described under "Subordination" above,
would prevent ConAgra from making payments of principal of (and premium, if
any) and interest on the Debt Securities issued under the Subordinated
Indenture at the date of the irrevocable deposit referred to above or at
any time during the period ending on the 121st day after such deposit date,
and (ii) ConAgra delivers to the Trustee under the Subordinated Indenture
an opinion of counsel to the effect that (a) the trust funds will not be
subject to any rights of holders of Senior Indebtedness, and (b) after the
121st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally except that if a court were to
rule under any such law in any case or proceeding that the trust refunds
remained the property of ConAgra, then the Trustee under the Subordinated
Indenture and the holders of the Debt Securities issued under the
Subordinated Indenture would be entitled to certain rights as secured
creditors in such trust funds. (Section 10.1)
Modification of the Indenture
Each Indenture provides that ConAgra and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt
Securities to: (a) secure any Debt Securities, (b) evidence the assumption
by a successor corporation of the obligations of ConAgra, (c) add covenants
for the protection of the holders of Debt Securities, (d) cure any
ambiguity or correct any inconsistency in the Indenture, (e) establish the
form or terms of Debt Securities of any series, and (f) evidence the
acceptance of appointment by a successor trustee. (Section 8.1)
Each Indenture also contains provisions permitting ConAgra and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of Debt Securities of each series then outstanding and
affected, to add any provisions to, or change in any manner or eliminate
any of the provisions of, the Indenture or modify in any manner the rights
of the holders of the Debt Securities of each series so affected, provided
that ConAgra and the Trustee may not, without the consent of the holder of
each outstanding Debt Security affected thereby, (a) extend the stated
maturity of the principal of any Debt Security, or reduce the principal
amount thereof or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof or change the
currency in which the principal thereof (including any amount in respect of
original issue discount) or interest thereon is payable or reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or alter certain provisions of the Indenture
relating to Debt Securities not denominated in U.S. dollars or impair the
right to institute suit for the enforcement of any payment on any Debt
Security when due or (b) reduce the aforesaid percentage in principal
amount of Debt Securities of any series the consent of the holders of which
is required for any such modification. (Section 8.2)
In addition, the Subordinated Indenture may not be amended to alter
the subordination of any of the outstanding Debt Securities issued
thereunder without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.
(Section 8.6 of the Subordinated Indenture)
Consolidation, Merger, Conveyance or Transfer
ConAgra may, without the consent of the Trustee under the applicable
Indenture or the holders of Debt Securities, consolidate or merge with, or
convey, transfer or lease its properties and assets substantially as an
entirety to any other corporation, provided that any successor corporation
is organized under the laws of the United States of America or any state
thereof and expressly assumes all obligations of ConAgra under the Debt
Securities and that certain other conditions are met, and, thereafter,
except in the case of a lease, ConAgra shall be relieved of all obligations
thereunder. (Article Nine)
Applicable Law
The Debt Securities and the Indenture will be governed by and
construed in accordance with the laws of the State of New York. (Section
11.8)
Concerning the Trustee
The Chase Manhattan Bank (National Association) is the Trustee under
the Senior Indenture and is also the trustee under a prior indenture
between ConAgra and The Chase Manhattan Bank (National Association). The
First Trust National Association is the Trustee under the Subordinated
Indenture. First Bank System, Inc. owns substantially all of the capital
stock of such Trustee and First Bank National Association. The Chase
Manhattan Bank (National Association) and First Bank National Association
are among a number of banks with which ConAgra and its subsidiaries
maintain ordinary banking relationships and with which ConAgra and its
subsidiaries maintain credit facilities.
PLAN OF DISTRIBUTION
Offered Securities may be sold (i) through agents, (ii) through
underwriters, including Smith Barney Shearson Inc., (iii) through dealers
or (iv) directly to purchasers (through a specific bidding or auction
process or otherwise).
Offers to purchase Offered Securities may be solicited by agents
designated by ConAgra from time to time. Any such agent involved in the
offer or sale of the Offered Securities will be named, and any commissions
payable by ConAgra to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of its
appointment. Any such agent may be deemed to be an underwriter, as that
term is defined in the Securities Act of 1933, as amended (the "1933 Act")
of the Offered Securities so offered and sold. Agents may be entitled under
agreements which may be entered into with ConAgra to indemnification by
ConAgra against certain liabilities, including liabilities under the 1933
Act, and may be customers of, engaged in transactions with or perform
services for ConAgra in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of Offered
Securities, ConAgra will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is
reached, and the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including compensation of the underwriters and dealers, if
any, will be set forth in the Prospectus Supplement, which will be used by
the underwriters to make resales of Offered Securities. The underwriters
may be entitled, under the relevant underwriting agreement, to
indemnification by ConAgra against certain liabilities, including
liabilities under the 1933 Act and such underwriters or their affiliates
may be customers of, engage in transaction with or perform service for,
ConAgra in the ordinary course of business. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Offered Securities.
If a dealer is utilized in the sale of Offered Securities, ConAgra
will sell such Offered Securities to the dealer, as principal. The dealer
may then resell such Offered Securities to the public at varying prices to
be determined by such dealer at the time of resale. Dealers may be
entitled, under agreements which may be entered into with ConAgra, to
indemnification by ConAgra against certain liabilities, including
liabilities under the 1933 Act and such dealers or their affiliates may be
customers of, extend credit to or engage in transactions with or perform
services for ConAgra in the ordinary course of business. The name of the
dealer and the terms of the transactions will be set forth in the
Prospectus Supplement relating thereto.
Offers to purchase Offered Securities may be solicited directly by
ConAgra and sales thereof may be made by ConAgra directly to institutional
investors or others. The terms of any such sales, including the terms of
any bidding or auction process, if utilized, will be described in the
Prospectus Supplement relating thereto.
Offered Securities may also be offered and sold, if so indicated in
the Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their
terms, or otherwise, by one or more firms ("remarketing firms"), acting as
principals for their own accounts or as agents for ConAgra. Any remarketing
firm will be identified and the terms of its agreement, if any, with
ConAgra and its compensation will be described in the Prospectus
Supplement. Remarketing firms may be deemed to be underwriters in
connection with the Debt Securities remarketed thereby. Remarketing firms
may be entitled under agreements which may be entered into with ConAgra to
indemnification by ConAgra against certain liabilities, including
liabilities under the 1933 Act, and may be customers of, engage in
transactions with or perform services for ConAgra in the ordinary course of
business.
If so indicated in the Prospectus Supplement, ConAgra will authorize
agents and underwriters to solicit offers by certain institutions to
purchase Debt Securities from ConAgra at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Such Contracts will be subject to only those
conditions set forth in the Prospectus Supplement. A commission indicated
in the Prospectus Supplement will be paid to underwriters and agents
soliciting purchases of Debt Securities pursuant to Contracts accepted by
ConAgra.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this prospectus by reference from ConAgra's annual report
on Form 10-K for the year ended May 30, 1993 have been audited by Deloitte
& Touche, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors'
reports, which financial statements and schedules will have been examined
to the extent and for the period set forth in such reports by the firm or
firms rendering such reports, and, to the extent so examined and consent to
incorporation by reference is given, will be incorporated herein by
reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Offered Securities other than Preferred Securities
offered hereby has been passed upon for ConAgra by McGrath, North, Mullin &
Kratz, P.C., Omaha, Nebraska 68102.
The validity of the Preferred Securities offered hereby have been
passed upon for ConAgra and ConAgra Capital by Dickinson, Mackaman, Tyler &
Hagen, P.C., Des Moines, Iowa.
Certain legal matters with respect to the Offered Securities have been
passed upon for the underwriters by Davis Polk & Wardwell, New York, New
York. Tax matters described under "Certain United States Federal Income Tax
Consequences" in this Prospectus relating to the Preferred Securities have
been passed upon by Davis Polk & Wardwell, New York, New York.
No dealer, salesperson or other individual has been authorized to give
any information or to make any representations, other than those contained
in or incorporated by reference in this Prospectus Supplement or the
accompanying Prospectus, in connection with the offer contained in this
Prospectus Supplement and the accompanying Prospectus, and, if given or
made, any such information or representation must not be relied upon as
having been authorized by the Company and ConAgra or any underwriter,
dealer or agent. This Prospectus Supplement and the accompanying Prospectus
do not constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus Supplement and the accompanying Prospectus nor
any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company or
ConAgra since the date hereof.
TABLE OF CONTENTS
Prospectus Supplement Page
ConAgra
ConAgra Capital, L.C.
Series A Preferred Securities
Certain Investment Considerations
Selected Financial Data of ConAgra
Use of Proceeds
Capitalization
Certain Terms of the Series B
Preferred Securities
Certain Terms of the Series B
Debentures
Certain United States Federal
Income Tax Consequences
Underwriting
Validity of Securities
Prospectus
Available Information
Incorporation of Certain Information
by Reference
The Company
ConAgra Capital
Use of Proceeds
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Description of Preferred Securities
Description of the Limited Guarantee
Description of the Debentures
Certain United States Federal Income
Tax Consequences
Description of the Indentures
Plan of Distribution
Experts
Legal Matters
7,000,000 Preferred Securities
ConAgra Capital, L.C.
Series B Adjustable Rate Cumulative
Preferred Securities
(liquidation preference $25 per security)
guaranteed on a limited basis to the
extent set forth herein by
and exchangeable in certain limited
circumstances for debt securities of
ConAgra, Inc.
[ConAgra Logo]
PROSPECTUS SUPPLEMENT
Dated June 1, 1994
Smith Barney Inc.
Merrill Lynch & Co.
Dean Witter Reynolds Inc.
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Goldman, Sachs & Co.
PaineWebber Incorporated
Salomon Brothers Inc
