SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission File No. 1-7275
CONAGRA, INC.
(Exact name of registrant, as specified in charter)
A Delaware Corporation 47-0248710
(State of Incorporation) (I.R.S. Employer's Number)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (402) 595-4000
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Exchange on
Title of Each Class Which Registered
Common Stock, $5.00 par value New York Stock Exchange
Preferred Stock Class E, Series 1,
$25 Par Value New York Stock Exchange
Securities Registered Pursuant to Section 12 (g) of the Act:
Preferred Stock Class D, without par value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___X__
At August 4, 1995, 242,486,592 common shares were outstanding.
The aggregate market value of the voting stock (including common
stock, $2.50 Class D Preferred Stock, and $25 Class E Preferred
Stock) of ConAgra, Inc. held by non-affiliates on August 4,
1995, was approximately $9,582,020,017.
Documents incorporated by reference are listed on page 2.
Documents Incorporated by Reference
1. Portions of the Registrant's Annual Report to Stockholders
for the fiscal year ended May 28, 1995, are incorporated into
Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed
for Registrant's 1995 Annual Meeting of Stockholders are
incorporated into Part III.
PART I
ITEM 1. BUSINESS
a) General Development of Business
Nebraska Consolidated Mills Company, which was originally
incorporated in Nebraska on September 29, 1919, changed its name
to ConAgra, Inc. ("ConAgra" or the "Company") on February 25,
1971, and since December 5, 1975, has been incorporated in
Delaware.
b) Financial Information About Industry Segments
The Company's businesses are classified into three industry
segments: Food Inputs & Ingredients, Refrigerated Foods and
Grocery/Diversified Products. The contributions of each
industry segment to net sales and operating profit, and the
identifiable assets attributable to each industry segment set
forth in Note 15 "Business Segments" on page 46 of the Company's
1995 Annual Report to Stockholders are incorporated herein by
reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 8
through 23 of the Company's 1995 Annual Report to Stockholders
is incorporated herein by reference.
The following comments pertain to the Company as a whole.
ConAgra operates "across the food chain," from basic
agricultural inputs to production and sale of branded consumer
products. As a result, ConAgra uses many different raw
materials, the bulk of which are commodities. Raw materials are
generally available from several different sources and ConAgra
presently believes that it can obtain these as needed.
Each business is highly competitive. Many companies compete in
one or more of the markets served by ConAgra, some of which have
greater sales and assets than ConAgra.
Quality control processes at principal manufacturing places
emphasize applied research and technical services directed at
product improvement and quality control. In addition, the
Refrigerated Foods and the Grocery/Diversified Products segments
conduct research activities related to the development of new
products.
Many of ConAgra's facilities and products are subject to
various laws and regulations administered by the United States
Department of Agriculture, the Federal Food and Drug
Administration, and other federal, state, local and foreign
governmental agencies relating to the quality of products,
sanitation, safety and environmental control. The Company
believes that it complies with such laws and regulations in all
material respects, and that continued compliance with such
regulations will not have a material effect upon capital
expenditures, earnings or the competitive position of the
Company.
ConAgra and its subsidiaries have more than 90,000 employees,
primarily in the United States.
d) Foreign Operations
The information set forth in the "Business Review" on pages 8
through 23 of the Company's 1995 Annual Report to Stockholders
is incorporated herein by reference. The Company is not engaged
in material operations in foreign countries, nor are material
portions of sales or revenues derived from customers in foreign
countries.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Omaha,
Nebraska. The headquarters and principal operating locations of
each business are set forth on the following list of "ConAgra
Locations".
The Company maintains a number of distribution facilities, in
addition to distribution facilities and warehouse space
available at substantially all of its manufacturing facilities.
Utilization of manufacturing capacity varies by type of product
manufactured, plant and week. In general, ConAgra operates most
of its manufacturing facilities in excess of 80% of standard
industry capacity. Standards vary by industry from 40 hours per
week to 144 hours per week.
Most principal manufacturing facilities are held in fee.
However, certain parcels of land, machinery and buildings, and
substantially all of ConAgra's transportation equipment used in
its processing and merchandising operations, including covered
rail hopper cars and river barges, are leased.
ConAgra Locations
CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.
United Agri Products Companies
Headquarters in Greeley, Colorado.
Over 325 field sales, administration, warehouse, rail,
formulation and joint venture locations in the United States,
Canada, United Kingdom, Mexico and Chile. Businesses are
involved with crop protection products, seed, liquid and dry
fertilizer operations and one terminal facility.
ConAgra Retail Companies
Headquarters in Grand Island, Nebraska.
One hundred twenty five stores under the Country General,
Wheelers, S&S, Sandvig's, Security Feed & Seed, Wheelers Town &
Country, and Peavey Ranch and Home names in the states of
Nebraska, Iowa, Kansas, Colorado, Wyoming, Montana, South
Dakota, North Dakota, Oklahoma, Texas, California, Georgia, and
Florida. Ninety two stores under the Northwest Fabrics and
Crafts, and Rainbow Bay Crafts names operating in 25 states.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Eden Prairie, Minnesota.
Arrow Industries, Inc.
Headquarters in Carrollton, Texas.
Eight plants in Texas, Tennessee, Arkansas and Georgia; eight
charcoal kilns in Texas, Oklahoma, Louisiana and Arkansas.
ConAgra Pet Products Company
Headquarters in Omaha, Nebraska.
Manufacturing operations and distribution centers in Nebraska,
Virginia, and Canada.
ConAgra Shrimp Companies/Singleton Seafood Company
Headquarters in Tampa, Florida.
Main processing plant in Florida; sales offices in Florida and
Louisiana.
O'Donnell-Usen U.S.A.
Headquarters in Tampa, Florida.
Processing facilities in Tampa, Florida.
Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
Twelve plants in Idaho, Oregon, Washington, Minnesota and the
Netherlands. Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.
ConAgra Foods Ltd.
Manufacturers of microwave meals and snacks based in Manchester,
England, supplying UK and other European countries.
CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Fullerton, California.
ConAgra Frozen Foods
Headquarters in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Two
broiler growing and processing complexes in Arkansas. Product
development facility in Omaha.
Hunt-Wesson, Inc.
Headquarters in Fullerton, California.
Product development facility in Fullerton. Facilities include
22 manufacturing plants, 14 distribution and customer service
centers and 43 grocery and foodservice sales offices in 24
states and Canada serving:
ConAgra Grocery Products Companies International
Hunt Foods Company
Hunt-Wesson Foodservice Sales Company
Hunt-Wesson Grocery Products Sales Company
Orville Redenbacher/Swiss Miss Foods Company
LaChoy/Rosarita Foods Company
Wesson/Peter Pan Foods Company
Golden Valley Microwave Foods, Inc.
Headquarters in Edina, Minnesota.
Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and
Washington. Popcorn storage warehouse in Nebraska, product
development facility in Eden Prairie, Minnesota and microwave
packaging production facility in Maple Grove, Minnesota.
CONAGRA REFRIGERATED FOODS COMPANIES
Headquarters in Geneva, Illinois.
Armour Swift-Eckrich
Headquarters in Downers Grove, Illinois.
Product development in Downers Grove and 28 plants in 20 states,
processed meat plants in France, Portugal and Panama, and a food
distribution center in Puerto Rico, serving:
Armour Swift-Eckrich Processed Meats Company
Butterball Turkey Company
Decker Food Company
National Foods, Inc.
Australia Meat Holdings
Headquarters in Dinmore, Australia.
Fourteen plants and feedlots in Australia.
Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
Fifteen facilities located in 9 states include natural and
processed cheese manufacturing, direct and indirect retail and
foodservice sales and cheese importing and aerosol.
ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Three plants in Idaho, Nebraska and Alabama and a feedlot in
Idaho.
ConAgra Poultry Companies
Headquarters in El Dorado, Arkansas.
ConAgra Broiler Company
Headquarters in El Dorado, Arkansas.
Ten broiler growing and processing divisions in Alabama,
Arkansas, Delaware, Georgia, Louisiana, Maryland and Puerto
Rico.
Mott's & Foodservice
Headquarters in Birmingham, Alabama.
Two poultry processing plants in Kentucky and Mississippi. Two
further processing plants in Georgia and Alabama.
Professional Food Systems
Headquarters in El Dorado, Arkansas.
Twenty-three sales and distribution units in 13 states.
Country Skillet Catfish Company
Headquarters in Isola, Mississippi.
Processing operations (50-percent owned) in Isola and Belzoni,
Mississippi.
ConAgra Asia-Pacific
Headquarters in Singapore.
Trading offices in Hong Kong, Singapore and Minneapolis.
Cook Family Foods, Ltd.
Headquarters in Lincoln, Nebraska.
Two plants in Nebraska and Kentucky.
E. A. Miller, Inc.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.
Monfort Beef and Lamb Company
Headquarters in Greeley, Colorado.
Ten plants in Colorado, Iowa, Kansas, Nebraska and Texas. Three
feedlots in Colorado.
Monfort Finance Company
Headquarters in Greeley, Colorado.
Monfort Food Distribution Co.
Headquarters in Greeley, Colorado.
Thirty-one sales and distribution branches in 18 states.
Monfort International Sales Corporation
Headquarters in Greeley, Colorado.
Monfort Pork Company
Headquarters in Greeley, Colorado.
Three plants in Iowa, Minnesota and Kentucky.
CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.
ConAgra Flour Milling Company
Headquarters in Omaha, Nebraska.
Twenty-six flour mills in 14 states. Eight country elevators in
South Dakota. Branded and private label flour, mixes and
cornmeal products produced at plants in Alabama, Colorado and
Texas. Six joint venture flour mills, two in the U.S. and four
in Canada.
ConAgra Specialty Grain Products Company
Headquarters in Omaha, Nebraska.
Three oat mills and one dry corn mill in three states, Canada
and the United Kingdom. Six barley malting facilities in
Australia and one in the United Kingdom. One wheat flour
tortilla processing plant in Nebraska. Corn processing
operation in Bremen, Germany.
ConAgra Feed Company
Headquarters in Augusta, Georgia.
Three feed mills in three states.
ConAgra Commodity Services Company
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services
Offices in Omaha, Nebraska. Protein trading operation in
Bremen, Germany.
United Specialty Food Ingredients Companies
Headquarters in Omaha, Nebraska.
Two dehydrated food ingredients plants and a research and
development facility in Kentucky. A dehydrated food ingredients
plant and animal feed ingredients plant in Minnesota. A spice
plant and research and development facility in Illinois and
seasoning plants in Massachusetts, Michigan and New Jersey, with
support research and development facilities. A flavorings plant
in New Jersey. Food ingredients distribution business
headquarters in Iowa with distribution centers in Texas and
Colorado. Chili products plants located in California (two),
and New Mexico, and Santiago, Chile, with a research and
development facility in California. A specialty marketing
business with processed egg sales office in Mississippi, and
food oils business headquarters in Texas.
ConAgra Grain Companies
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consist of a U.S. network of Peavey
Grain Merchandising offices and over 90 elevators plus river
loading facilities, export elevators and barges.
ConAgra International Trading Companies
Headquarters in Minneapolis, Minnesota.
International trading offices in 10 countries, doing business as
ConAgra International Fertilizer Co., ConAgra Wool Pty. Ltd.,
ConAgra International S.A., BDR (Agriculture) LTD., J.F. Braun
and Camerican. Wool processing plants in Australia.
ConAgra Europe
Headquarters in Brussels, Belgium.
Poultry and animal feed plants in Portugal and Spain.
Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Two feed plants, a flour mill and a dry corn mill in Puerto Rico.
Klein-Berger Company
Headquarters in Stockton, California.
Klein-Berger Company operates over 50 facilities processing and
packaging beans in nine states and South America and seven
facilities processing dried fruit and nuts in California. There
is also one facility in California that processes walnuts.
ITEM 3. LEGAL PROCEEDINGS
On August 14, 1990, ConAgra acquired Beatrice Company
(Beatrice). As a result of the acquisition and the significant
pre-acquisition tax and other contingencies of the Beatrice
businesses and its former subsidiaries, the consolidated
post-acquisition financial statements of ConAgra have reflected
significant liabilities and valuation allowances associated with
the estimated resolution of these contingencies.
Subsequent to the acquisition of Beatrice by ConAgra, the
Internal Revenue Service completed its audit of the federal
income tax returns of Beatrice and its predecessors for the
fiscal years ended in 1985 through 1987 and issued an examining
agent's report. The findings contained in the report were
protested by Beatrice. Agreement was reached with the Internal
Revenue Service regarding these matters in August 1995. This
settlement resolves all deficiencies proposed by the Internal
Revenue Service for 1987 and prior years, including deficiencies
relating to previously filed carry-back claims. The settlement
allowed ConAgra to better estimate the amounts of Beatrice state
tax liabilities that will ultimately be paid to various state
tax authorities, and the amounts of state tax and interest that
will be deductible for federal income tax purposes. Prior to
the settlement, ConAgra had recorded a valuation allowance
against deferred tax assets of approximately $230.0 million due
to uncertainties as to the ultimate realization of these assets.
As a result of the settlement, ConAgra has released the $230.0
million valuation allowance and has reduced noncurrent
liabilities by $135.0 million, with a resulting reduction of
goodwill associated with the Beatrice acquisition of $365.0
million. Federal income tax returns of Beatrice for fiscal
years ended 1988, 1989 and 1990 and various state tax returns
remain open. However, after taking into account the foregoing
adjustments, management believes that the ultimate resolution of
all remaining pre-acquisition Beatrice tax contingencies should
not exceed the reserves established for such matters.
Beatrice is also engaged in various litigation and
environmental proceedings related to businesses divested by
Beatrice prior to its acquisition by ConAgra. The environmental
proceedings include litigation and administrative proceedings
involving Beatrice's status as a potentially responsible party
at 42 Superfund, proposed Superfund or state-equivalent sites.
Beatrice has paid or is in the process of paying its liability
share at 33 of these sites. Beatrice's known volumetric
contribution exceeds 4% at seven of the sites. Beatrice has
established substantial reserves for these matters. The
environmental reserves are based on Beatrice's best estimate of
its undiscounted remediation liabilities, which estimates
include evaluation of investigatory studies, extent of required
cleanup, the known volumetric contribution of Beatrice and other
potentially responsible parties and Beatrice's prior experience
in remediating sites. Management believes the ultimate
resolution of such Beatrice legal and environmental
contingencies should not exceed the reserves established for
such matters.
ConAgra is party to a number of other lawsuits and claims
arising out of the operation of its businesses. After taking
into account liabilities recorded for all of the foregoing
matters, management believes the ultimate resolution of such
matters should not have a material adverse effect on ConAgra's
financial condition, results of operation or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year
Assumed
Present
Name Title & Capacity Age Office
Philip B. Fletcher Chairman of the Board and
Chief Executive Officer 62 1993
Albert J. Crosson President and Chief Operating
Officer, ConAgra Grocery
Products Companies 64 1993
Kenneth W. DiFonzo Vice President and Controller 43 1994
Dwight J. Goslee Senior Vice President , Business
Systems and Development, and
Chief Information Officer 45 1995
Leroy O. Lochmann President and Chief Operating
Officer, ConAgra Refrigerated
Foods Companies 60 1995
Thomas L. Manuel President and Chief Operating
Officer, ConAgra Trading and
Processing Companies 48 1994
Floyd McKinnerney President and Chief Operating
Officer, ConAgra Agri-Products
Companies 58 1987
T. Truxton Morrison Chairman, ConAgra International 57 1994
James P. O'Donnell Senior Vice President and
Chief Financial Officer 47 1995
L. B. Thomas Senior Vice President, Corporate
Secretary and Risk Officer 59 1993
Gerald B. Vernon Senior Vice President,
Human Resources 54 1990
James D. Watkins President and Chief Operating
Officer, ConAgra Diversified
Products Companies 47 1993
David R. Willensky Senior Vice President,
Corporate Planning and Development 44 1994
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
The foregoing have held management positions with ConAgra for
the past five years, except as follows:
Albert J. Crosson became President of Beatrice/Hunt-Wesson,
Inc. (which was acquired by ConAgra on August 14, 1990) in 1986.
Kenneth W. DiFonzo, beginning in April 1991, was vice president
of finance and control for ConAgra International. Prior to that
he served with H. J. Heinz Co. in a number of financial
positions. Leroy O. Lochmann became President of Swift-Eckrich
(which was acquired by ConAgra on August 14, 1990) in 1984.
James D. Watkins founded and became President of Golden Valley
Microwave Foods (which merged with ConAgra on July 11, 1991) in
1978. David R. Willensky, joined ConAgra in March 1994, having
most recently served as managing director of California
Strategic Investors, a firm he started in 1991. Before that he
was a partner and director of research with McKinsey & Company.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED
STOCKHOLDERS MATTERS
Incorporated herein by reference to "Investor Information" on
page 52 and Note 16 "Quarterly Results (Unaudited)" on page 47
of the Company's 1995 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the five-year results on
page 27 of the Company's 1995 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference to "Management's Discussion &
Analysis" on pages 28 through 32 and "Objectives and Results" on
pages 4 and 5 of the Company's 1995 Annual Report to
Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of ConAgra,
Inc. and Subsidiaries and Independent Auditors' Report set forth
on pages 33 through 48 of the Company's 1995 Annual Report to
Stockholders are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheets - May 28, 1995 and May 29, 1994
Consolidated Statements of Earnings - Years ended May 28, 1995,
May 29, 1994, and May 30, 1993
Consolidated Statements of Common Stockholders' Equity - Years
ended May 28, 1995, May 29, 1994, and May 30, 1993
Consolidated Statements of Cash Flows - Years ended May 28,
1995, May 29, 1994, and May 30, 1993
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of
operations set forth in Note 16 "Quarterly Results
(Unaudited)" on page 47 of the Company's 1995 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and
Election" on pages 2 through 4 of the Company's Proxy Statement
for its Annual Meeting of Stockholders to be held on September
28, 1995. Information concerning all Executive Officers of the
Company is included in Part I above.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to (i) "Executive
Compensation" through "Benefit Plans - Retirement Programs" on
pages 5 through 8, and (ii) information on director compensation
on pages 4 and 5 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on September 28, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated herein by reference to "Voting Securities and
Ownership by Certain Beneficial Owners" and "Voting Securities
Owned by Executive Officers and Directors as of August 4, 1995"
on page 2 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on September 28, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) "Human Resources
Committee Interlocks and Insider Participation" on page 10, and
(ii) the last full paragraph of "Directors' Meetings and
Compensation" on page 5, and (iii) the last two paragraphs of
"Benefit Plans - Retirement Programs " on page 8 of the
Company's Proxy Statement for its Annual Meeting of Stockholders
to be held on September 28, 1995.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
a) List of documents filed as part of this report:
1. Financial Statements
All financial statements of the company as set forth under
Item 8 of this report on Form 10-K.
2. Financial Statement Schedules
Schedule Page
Number Description Number
II Valuation and Qualifying Accounts 16
All other schedules are omitted because they are not
applicable, or not required, or because the required
information is included in the consolidated financial
statements, notes thereto, or the Management's Discussion and
Analysis section of the Company's 1995 Annual Report to
Stockholders.
Separate financial statements of the registrant have been
omitted because the registrant meets the requirements
permitting omission.
3. Exhibits
All exhibits as set forth on the Exhibit Index.
b) Reports on Form 8-K
The Company filed a report on Form 8-K dated March 22, 1995
reporting the resignation of Stephen L. Key as chief financial
officer, effective April 14, 1995.
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Fifty-two weeks ended May 28, 1995, May 29, 1994 and May 30, 1993
(In millions)
Balance at Additions Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other (2) Reserves (1) Period
Year ended May 28, 1995:
Allowance for doubtful
receivables $55.9 27.2 .6 19.8 63.9
Year ended May 29, 1994:
Allowance for doubtful
receivables $47.5 24.8 - 16.4 55.9
Year ended May 30, 1993:
Allowance for doubtful
receivables $42.7 17.2 1.5 13.9 47.5
(1) Bad debts charged off, less recoveries.
(2) Beginning balances of reserve accounts of acquired businesses.
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
ConAgra, Inc.
Omaha, Nebraska
We have audited the consolidated financial statements of ConAgra,
Inc. and subsidiaries as of May 28, 1995 and May 29, 1994, and for
each of the three years (fifty-two weeks) in the period ended May
28, 1995, and have issued our report thereon dated July 28, 1995;
such financial statements and report are incorporated by reference
in this Form 10-K. Our audits also included the financial
statement schedule of ConAgra, Inc. and subsidiaries, listed in
Item14. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 28, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the
Securities Exchange Act of 1934, ConAgra, Inc. has caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 24th day of August, 1995.
CONAGRA, INC.
/s/ Philip B. Fletcher
________________________________________
Philip B. Fletcher
Chairman and Chief Executive Officer
/s/ James P. O'Donnell
_______________________________________
James P. O'Donnell
Senior Vice President and
Chief Financial Officer (Principal Financial Officer)
/s/ Kenneth DiFonzo
_______________________________________
Kenneth DiFonzo
Vice President, Controller (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on the
24th day of August, 1995.
/s/ Philip B. Fletcher
___________________________ Director
Philip B. Fletcher
C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie Scardino* Director
Walter Scott, Jr.* Director
William G. Stocks* Director
Jane J. Thompson* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* Philip B. Fletcher, by signing his name hereto, signs this Annual
Report on behalf of each of the persons indicated. A Power-of-
Attorney authorizing Philip B. Fletcher to sign this Annual Report
on Form 10-K on behalf of each of the indicated Directors of
ConAgra, Inc. has been filed herein as Exhibit 24.
By: /s/ Philip B. Fletcher
__________________________________
Philip B. Fletcher
Attorney-In-Fact
EXHIBIT INDEX
Number Description Page No.
3.1 ConAgra's Certificate of Incorporation, as
amended through September 27, 1991,
incorporated herein by reference to ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 25, 1991.
3.2 Certificate of Amendment to ConAgra's
Certificate of Incorporation, incorporated
herein by reference to ConAgra's quarterly
report on Form 10-Q for the quarter ended
August 30, 1992.
3.3 Statement of Resolutions Establishing
Series 1 of $25.00 Class E Preferred Shares,
incorporated herein by reference to ConAgra's
current report on Form 8-K dated May 7, 1992.
3.4 ConAgra's Bylaws, as amended.........................
4.1 Rights Agreement dated July 10, 1986, with
First Amendment thereto dated as of September 28,
1989, and Certificates thereto dated December 1,
1986, December 1, 1989 and December 2, 1991..........
4.2 Amended and Restated Warrant to Purchase ConAgra
Common Stock dated as of September 19, 1991,
incorporated herein by reference to ConAgra's
quarterly report on Form 10-Q for the quarter
ended August 25, 1991.
4.3 Documents establishing Series A, Series B and
Series C of Preferred Securities of ConAgra
Capital, L.L.C., incorporated herein by
reference to ConAgra's current reports on
Form 8-K dated June 8, 1994 and February 11, 1995.
10.1 ConAgra's Amended and Restated Long-Term
Senior Management Incentive Plan, Amendment
thereto, and Operational Document, and
Amendment thereto, incorporated herein by
reference to Exhibit 10.1 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992 and Exhibit 10.2 to ConAgra's
annual report on form 10-K for the fiscal year
ended May 29, 1994.
10.2 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational Document.......
10.3 Form of Employment Agreement between ConAgra
each of Messrs. Fletcher, Crosson, DiFonzo,
Goslee, Lochmann, Manuel, McKinnerney, Richard
Monfort, Truck Morrison, O'Donnell, Thomas,
Vernon and Willensky, incorporated herein by
reference to Exhibit 10.4 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 20, 1994 and Exhibit 10.1 of ConAgra's
quarterly report on Form 10-Q for the quarter
ended November 27, 1994.
10.4 ConAgra's 1982 Stock Option Plan, with amendment
thereto, incorporated herein by reference to
Exhibit 10.6 ConAgra's annual report on
Form 10-K for the fiscal year ended May 31, 1992.
10.5 ConAgra's Employee Flexible Bonus Payment Plan,
incorporated herein by reference to Exhibit 10.7
ConAgra's annual report on Form 10-K for the
fiscal year ended May 31, 1992.
10.6 ConAgra's 1985 Stock Option Plan, with
amendments thereto, incorporated herein by
reference to Exhibit 10.8 ConAgra's annual
report on Form 10-K for the fiscal year ended
May 31, 1992 and Exhibit 10.8 of ConAgra's
annual report on Form 10-K for the fiscal year
ended May 30, 1993.
10.7 ConAgra Non-Qualified CRISP Plan, incorporated
herein by reference to Exhibit 10.9 of ConAgra's
annual report on Form 10-K for the fiscal year
ended May 29, 1994.
10.8 ConAgra Non-Qualified Pension Plan, and First
Amendment thereto, incorporated herein by
reference to Exhibit 10.10 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.9 ConAgra Supplemental Pension and CRISP Plan for
Change of Control, incorporated herein by
reference to Exhibit 10.11 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.10 ConAgra Incentives and Deferred Compensation
Change of Control Plan, incorporated herein by
reference to Exhibit 10.12 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.11 ConAgra 1990 Stock Plan, and amendments thereto.......
10.12 ConAgra Directors' Unfunded Deferred
Compensation Plan, and First Amendment thereto........
10.13 ConAgra Employee Equity Fund Trust Agreement,
with Stock Purchase Agreement and Revolving
Promissory Note executed in connection therewith,
incorporated herein by reference to Exhibits A, B
and C of ConAgra's current report on Form 8-K
dated August 6, 1992.
10.14 P. B. Fletcher Incentive Agreement dated July 15,
1993, incorporated herein by reference to
Exhibit 10.18 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 30, 1993.
10.15 C. M. Harper Deferred Compensation Agreement,
incorporated herein by reference to Exhibit 10.18
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1993.
10.16 ConAgra Executive Annual Incentive Plan,
incorporated herein by reference to Exhibit 10.20
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 29, 1994.
11 Statement regarding computation of per share
earnings.........................................
12 Statement regarding computation of ratio of
earnings to fixed charges, and ratio of earnings
to combined fixed charges and preferred
dividends.............................................
13 ConAgra's Annual Report to Stockholders for its
fiscal year ended May 28, 1995........................
21 Subsidiaries of ConAgra...............................
23 Consent of Deloitte & Touche L.L.P. .................
24 Powers of Attorney....................................
27 Financial Data Schedule...............................
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with
respect to ConAgra's long-term debt are not filed with this Form 10-K.
ConAgra will furnish a copy of any such long-term debt agreement to the
Securities and Exchange Commission upon request.
Except for those portions of the ConAgra annual report to stockholders for
its fiscal year ended May 28, 1995 (Exhibit 13) specifically incorporated by
reference in this report on Form 10-K, such annual report is furnished solely
for the information of the Securities and Exchange Commission and is not to
be deemed "filed" as a part of this filing.
Items 10.1 through 10.16 are management contracts or compensatory plans filed
as exhibits pursuant to Item 14(c) of Form 10-K.
BY-LAWS
OF
CONAGRA, INC.
ARTICLE I
OFFICES
Section 1. Principal Executive Office. The principal executive
office of ConAgra, Inc. (ConAgra) shall be located in the City of Omaha,
County of Douglas, State of Nebraska. ConAgra may have such other offices as
the Board of Directors may designate or as the business of ConAgra may
require from time to time.
Section 2. Principal Place of Business. The principal place of
business may be, but need not be, identical with the location of the
principal executive office. The resident agent of ConAgra shall be as
designated from time to time by resolution of the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the
stockholders shall be held on a date and at an hour determined by the Board
of Directors, which meeting will be held no later than 140 days after the
close of each fiscal year, for the purpose of electing officers and for the
transaction of such other business as may properly come before the meeting.
If the election of the directors shall not be held on the day designated
herein for any annual meeting of the stockholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, may be called at any time by the
Chairman of the Board or the Chief Executive Officer of ConAgra or by a
majority of the directors of ConAgra.
Section 3. Place of Meeting. The Board of Directors may designate
Omaha, Douglas County, Nebraska, or such other place, either within or
without the State of Nebraska, as the place of meeting for any annual meeting
or any special meeting called by the Board of Directors.
Section 4. Notice of Meeting. Written or printed notice stating
the place, day, and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten nor more than sixty days before the day of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, Chairman of the Executive Committee, or the Chief Executive Officer,
or the Secretary, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at the
address listed on the stock transfer books of ConAgra with postage prepaid.
ConAgra need not send notices to stockholders for whom ConAgra has no current
address, and action taken without notice to such persons has the same force
and effect as if notice had been given to them. ConAgra shall be deemed to
have no current shareholder address when two consecutive annual meeting
notices have been returned undeliverable, or when at least two payments of
dividends or interest sent by first class mail during a twelve-month period
have been returned undeliverable.
Section 5. Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any annual or special
meeting of stockholders or any adjournment thereof, the record date shall be
determined by the Board of Directors and shall be not less than ten days nor
more than sixty days before the meeting. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 6. Voting Lists. The officer or agent having charge of
the stock transfer ledger for shares of ConAgra shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be opened to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The original or duplicate stock ledger shall be
the only evidence detailing stockholders who are entitled to examine such
list or to vote in person or by proxy at such election.
Section 7. Quorum. A majority of the outstanding shares of
ConAgra entitled to vote, represented in person or by proxy, shall constitute
a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the
meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
Section 8. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stockholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of ConAgra not less than three days prior to the date of such
meeting, unless the Secretary shall consent to the filing of a proxy at a
later date. Unless otherwise provided in the proxy, it shall be valid from
the date of its execution until three years after its date of execution.
Section 9. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by such officer, agent, or
proxy as the By-Laws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, conservator,
or other fiduciary may be voted by such person, either in person or by proxy,
without a transfer of such shares into the name of such person. Shares
standing in the name of a trustee may be voted by such trustee, either in
person or by proxy, but no trustee shall be entitled to vote such shares held
without a transfer of such shares into his name, as trustee.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority to
do so is contained in an appropriate order of the court.
Persons whose stock is pledged shall be entitled to vote, unless
the pledgor has effected the transfer on the books of ConAgra and has
expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy, may represent such stock and vote thereon.
Shares of its own stock belonging to ConAgra shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
Section 10. Notice of Stockholder Business. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of ConAgra who complies with the notice
procedures set forth in this Section 10. For business to be properly brought
before an annual meeting by a stockholder, a stockholder must have given
timely notice thereof in writing to the Secretary of ConAgra. To be timely,
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of ConAgra, not less than 30 days nor more than
60 days prior to the meeting; provided, however, that in the event that less
than 40 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on ConAgra's books,
of the stockholder proposing such business, (c) the class and number of
shares of ConAgra which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 10. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Section 11. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in these By-Laws shall
be eligible for election as directors. Nominations of persons for election
to the Board of Directors of ConAgra may be made at a meeting of stockholders
(a) by or at the direction of the Board of Directors or (b) by any
stockholder of ConAgra entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this Section 11.
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of ConAgra. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of
ConAgra not less than 30 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 days notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not
later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure
was made. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serving as the director if elected);
and (b) as to the stockholder giving the notice (i) the name and address, as
they appear on ConAgra's books, of such stockholder and (ii) the class and
number of shares of ConAgra which are beneficially owned by such stockholder.
At the request of the Board of Directors any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of
ConAgra that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of ConAgra unless nominated in accordance with the
procedures set forth in the By-Laws. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the By-Laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of ConAgra
shall be managed by or under the direction of its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
directors of ConAgra, not less than nine nor more than sixteen, shall be
fixed by resolution of the Board of Directors and may be altered from time to
time by a resolution of the Board of Directors. Directors need not be
residents of the State of Delaware or stockholders of ConAgra. The directors
shall be divided into three classes: Class I, Class II and Class III, each
such class, as nearly as possible, to have the same number of directors. At
each annual election of directors by the stockholders of ConAgra, the
directors chosen to succeed those whose terms are then expired shall be
identified as being of the same class as the directors they succeed and shall
be elected by the stockholders of ConAgra for a term expiring at the third
succeeding annual election of directors, or thereafter when their respective
successors in each case are elected by the stockholders and qualify.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held on the same date as the annual meeting of
stockholders. Three or more other regular meetings of the Board of Directors
shall be held during the year with such meetings on dates approved by a
majority of the Board of Directors. The Chairman of the Board or the Chief
Executive Officer or the Secretary shall designate the time and place of such
meeting by written notice mailed to each director at least ten days before
the meeting. In the event meeting dates are not approved by a majority of
the Board of Directors, regular meetings shall be held on the third Thursday
of January, May, July and September. Meetings of the Board of Directors may
be held either within or without the State of Delaware. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of the regular meetings or
additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
Chairman of the Executive Committee, Chief Executive Officer, or a majority
of the Board of Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or
without the State of Delaware, as the place for holding any special meeting
of the Board of Directors called by them.
Section 5. Notice. Notice shall be given three days in advance of
any special meeting of the Board of Directors, or in emergency situations
designated by the Chairman of the Board, Chairman of the Executive Committee,
or the Chief Executive Officer, 12 hours' notice of a special meeting of the
Board of Directors may be given, by telegram, telephone or personal delivery.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage prepaid. If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if,
prior to such action, a written consent thereto is signed by all members of
the board and such written consent is filed with the minutes of the
proceedings of the Board. A consent and agreement in lieu of meeting may be
made either by one consent signed by all the directors or by individual
consents signed by each director. The directors may also meet by means of
conference telephone or similar communications equipment as provided by
Delaware law.
Section 8. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, although less than a
quorum.
Section 9. Compensation. By resolution of the Board of Directors,
the directors may be paid expenses, if any, for attendance at each meeting of
the Board of Directors. In addition, by resolution of the Board of
Directors, each director may be paid an annual retainer fee and committee
fees for services as director and may also receive a fee for attendance at
regular or special meetings of the Board of Directors. No such payment shall
preclude any director from serving ConAgra in any other capacity and
receiving compensation therefor.
Section 10. Directors' Executive Committee. An Executive
Committee of three or more directors may be designated by resolution passed
by a majority of the Board. The Board shall designate one director as
chairman of the committee, and may designate one or more directors as
alternate members of the committee who may replace any absent or disqualified
member at any meeting of the committee. During the intervals between
meetings of the Board, the committee shall advise and aid the officers of
ConAgra in all matters concerning its interests and the management of its
business, and generally perform such duties as may be directed by the Board
from time to time. The committee shall possess and may exercise all the
powers of the Board while the Board is not in session, but specifically shall
not have the authority of the Board of Directors in reference to:
1. Amending the Articles of Incorporation.
2. Adopting a plan of merger or consolidation.
3. Recommending to the stockholders the sale, lease, exchange,
mortgage, pledge or other disposition of all or substantially
all the property and assets of ConAgra otherwise than in the
usual and regular course of its business.
4. Recommending to the stockholders a voluntary dissolution of
ConAgra or a revocation thereof.
5. Amending the By-Laws of ConAgra.
6. Any power which has been delegated to other committees in
accordance with these By-Laws.
7. To elect any director or to elect or remove any member of the
Executive Committee or any principal officer, or
8. To declare any dividend or authorize any distribution or any
shares of capital stock of ConAgra.
Section 11. Human Resources Committee. A Human Resources
Committee shall be designated by a resolution passed by a majority of the
Board of Directors. The Board shall appoint one of the Committee members to
serve as Chairman.
Section 12. Audit Committee. An Audit Committee shall be
designated by a resolution passed by a majority of the Board of Directors.
The Board shall appoint one of the Committee members to serve as Chairman.
Section 13. Other Committees. One or more other Board of
Directors' committee members and chairman thereof may be designated by
resolution passed by a majority of the Board.
ARTICLE IV
OFFICERS
Section 1. Number and Status. The Board of Directors will elect
a chairman of the Board, may elect a vice chairman of the Board, and may
elect such honorary (non-voting) directors as deemed advisable. The elected
officers of ConAgra shall consist of the Chief Executive Officer (CEO) who
shall also carry the legal title of president; one or more members of the
Office of the President (the number thereof to be designated by the CEO); one
or more elected corporate Vice Presidents (the number thereof to be
determined by the CEO); a Secretary and may include a President and Chief
Operating Officer. The CEO shall be nominated and elected by the Board of
Directors. Other elected officers shall be nominated by the CEO and elected
by a majority of the Board of Directors. Other corporate officers, including
a Treasurer, and assistant corporate officers as may be deemed necessary by
the CEO may be appointed by the CEO and shall be confirmed by the Board of
Directors. The CEO may also designate as many Independent Operating
Companies' (IOC) officers as the CEO deems necessary to manage operating
units of ConAgra. Authority of IOC officers shall relate only to businesses
for which they have been assigned responsibility. No authority granted to
IOC officers shall conflict with authorities granted by these By-Laws or by
resolutions of the Board of Directors.
Section 2. Election and Term of Office. The officers of ConAgra
to be elected or confirmed by a majority of the Board of Directors shall be
elected and confirmed annually at the meeting of the Board of Directors on
the same date as the annual meeting of stockholders. If the election and
appointment of officers shall not be held at such meeting, then they shall be
held as soon thereafter as conveniently possible. Each officer shall hold
office until the officer's death, or resignation, or removal in the manner
hereinafter provided.
Section 3. Removal. Officers elected by the Board of Directors
may be removed at any time by a majority vote of the Board of Directors or by
the CEO, with such action to be affirmed by a majority vote of the Board of
Directors. Appointed corporate and IOC officers may be removed from office
by the CEO or any officer designated by the CEO to have such authority. The
acceptance of office by an officer shall constitute acceptance of this
provision.
Section 4. Vacancies. A vacancy in any elected office because of
death, resignation, removal, disqualification or otherwise, shall be filled
by a majority vote of the Board of Directors for the unexpired portion of the
term. The CEO may fill vacancies of appointed corporate and IOC officers.
Section 5. Chairman of the Board of Directors. The chairman of
the Board of Directors shall preside at all meetings of stockholders and the
Board of Directors, and shall have such other duties as may be assigned by
resolution of the Board of Directors.
Section 6. Vice Chairman of the Board of Directors. The vice
chairman of the Board of Directors may preside at meetings of the Board of
Directors in the absence of the chairman of the Board of Directors and the
CEO, and shall have such other duties as may be assigned by resolution of the
Board of Directors.
Section 7. Chief Executive Officer (CEO). Subject to authority of
the Board of Directors, the Chief Executive Officer shall be the highest
ranking management officer of ConAgra, lead its business affairs and perform
all duties incident to the office of chief executive. The CEO shall preside
at all meetings of the stockholders and of the Board of Directors in the
absence of the chairman of the Board of Directors. The CEO may sign with the
Secretary or any other elected officer, certificates for shares of ConAgra;
may sign (or authorize a designee to sign) deeds, mortgages, bonds,
contracts, or other instruments within authority granted by the Board of
Directors (except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some
other officer or agent of ConAgra). The CEO shall assign job duties,
responsibilities, and authorities to other officers of ConAgra, or designate
others to do so on his behalf. In the event of the CEO's inability to serve,
CEO duties shall be temporarily fulfilled, pending action by the Board of
Directors, first by the Chairman of the Board, or next in line by the
Chairman of the Executive Committee, or next by the Chairman of the Audit
Committee, or next by the Chairman of the Compensation Committee.
Section 8. President and Chief Operating Officer. There may be
one President and Chief Operating Officer of ConAgra. This individual will
report directly to the CEO and shall have such duties, responsibilities and
authority as, from time to time, are assigned by the CEO or the Board of
Directors.
Section 9. Office of the President. ConAgra shall have an Office
of the President, the members of which shall be nominated by the CEO and
elected by the Board of Directors. Each member shall serve as the head of
one or more of ConAgra's major business units. Each member shall carry the
title of "President and Chief Operating Officer" of such business units.
Each member will report to ConAgra's CEO, or the President and Chief
Operating Officer of ConAgra, as may be specified by the CEO, and shall have
such duties, responsibilities and authority as, from time to time, are
assigned by the CEO, President and Chief Operating Officer of ConAgra, or the
Board of Directors.
Section 10. Corporate Vice Presidents. Any elected Vice President
may sign, with the Secretary or Assistant Secretary, certificates for shares
of ConAgra. All ConAgra vice president shall perform such duties and have
such responsibility and authority as from time to time may be assigned by the
CEO, an officer so authorized by the CEO, or the Board of Directors.
Section 11. The Secretary. The Secretary shall: (a) Keep the
minutes of the stockholders' meetings and of the Board of Directors'
meetings; (b) See that all notices are fully given in accordance with the
provisions of these By-Laws or required by law; (c) Be custodian of ConAgra
minutes and of the seal of ConAgra; (d) Sign certificates for shares of
ConAgra, the issuance of which shall have been authorized by resolution of
the Board of Directors; (e) Supervise activities of transfer agents and
registrars; (f) In General perform duties incident to the office of the
Secretary as from time to time may be assigned by the CEO or the Board of
Directors.
Section 12. The Treasurer. The Treasurer shall perform duties
incident to the office of the Treasurer in accordance with these By-Laws, and
shall perform such other duties as, from time to time, may be assigned by the
CEO, Board of Directors, or officer to whom the Treasurer reports.
Section 13. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers shall perform such duties as
shall be assigned to them by the Secretary or Treasurer, respectively, by the
CEO or by the Board of Directors.
Section 14. Salaries. The salaries of the elected and confirmed
officers shall be fixed from time to time by the Board of Directors or by
those so authorized by the Board of Directors. No officer shall be prevented
from receiving a salary by reason of the fact that such person is also a
director of ConAgra.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of ConAgra, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of
ConAgra and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of ConAgra shall be executed on behalf of ConAgra only by those who
are authorized by the Board of Directors or by those whom the Board may
designate to give such authorization. Such authorization may be general or
confined to specific instances.
Section 4. Deposits. All funds of ConAgra not otherwise employed
shall be deposited to the credit of ConAgra in banks, trust companies, or
other depositaries, approved in accordance with resolutions of the Board of
Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of ConAgra shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the Chairman, Chief
Executive Officer, Chief Operating Officer, or a Corporate Vice President and
by the Secretary or an Assistant Secretary, except that where such
certificate is signed by a transfer agent the signatures of any such
Chairman, Chief Executive Officer, Chief Operating Officer, Corporate Vice
President, Secretary or Assistant Secretary may be facsimiles, engraved or
printed. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of ConAgra. All certificates
surrendered to ConAgra, or its agent, for transfer shall be canceled and a
new certificate shall be issued only after the former certificate for a like
number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to ConAgra as the Board of Directors
may prescribe.
Section 2. Transfer of Shares. Transfer of shares of ConAgra
shall be made only on the stock transfer books of ConAgra by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney authorized by power of
attorney duly executed and filed with the transfer agent of ConAgra, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of ConAgra shall be deemed by ConAgra to
be the owner thereof for all purposes.
Section 3. Fraction Shares. No fractional shares of stock of
ConAgra shall be transferred, issued, or reissued.
Section 4. Charge for Certificates. ConAgra may invoke a charge
approximately equal to the cost of issuing a stock certificate for each
certificate of stock to be issued or reissued in excess of the minimum number
of certificates required, if the number of certificates requested by a
stockholder is deemed by the Secretary to be unreasonable.
ARTICLE VII
INDEMNIFICATION
Section 1. Actions by Others. ConAgra shall indemnify any person
who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of ConAgra) by reason of the fact that he is or was a director,
officer, employee or agent of ConAgra, or is or was serving at the request of
ConAgra as a director, officer, employee or agent of ConAgra, or is or was
serving at the request of ConAgra as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of ConAgra, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was criminal.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of ConAgra, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
criminal.
Section 2. Actions by or in the Right of ConAgra. ConAgra shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of ConAgra to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of ConAgra, or is or
was serving at the request of ConAgra, as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of ConAgra and except
that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to
ConAgra unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Delaware Court of Chancery or such
other court shall deem proper.
Section 3. Successful Defense. To the extent that a director,
officer, employee or agent of ConAgra has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 4. Specific Authorization. Any indemnification under
Section 1 and 2 of this Article (unless ordered by a court) shall be made by
ConAgra only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in said Sections 1 and 2. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 5. Advance of Expenses. Expenses incurred by an elected
officer or director in defending a civil or criminal action, suit or
proceeding shall be paid by ConAgra in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or elected officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by ConAgra
as authorized in this Article. Such expenses incurred by other officers,
employees and agents may be so paid upon such terms and conditions, if any,
as the Board of Directors deem appropriate.
Section 6. Right of Indemnity Not Exclusive. The indemnification
and advancement of expenses provided by or granted pursuant to the
Certificate of Incorporation or these By-Laws shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
Section 7. Insurance. ConAgra may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of ConAgra, or is or was serving at the request of ConAgra as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not ConAgra would have the power to indemnify him against
such liability under the provisions of this Article, Section 145 of the
General Corporation Law of the State of Delaware, or otherwise.
Section 8. Employee Benefit Plans. For purposes of this Article,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of ConAgra" shall include any service as a director, officer,
employee or agent of ConAgra which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
ConAgra" as referred to in this Article.
Section 9. Invalidity of any Provisions of this Article. The
invalidity or unenforceability of any provisions of this Article shall not
affect the validity or enforceability of the remaining provisions of this
Article.
Section 10. Continuation of Indemnification. The indemnification
and advancement of expenses, to the extent provided by or granted pursuant to
this Article, these By-Laws, or the Certificate of Incorporation shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such person. All rights to indemnification provided by or
granted pursuant to this Article, these By-Laws, or the Certificate of
Incorporation shall be deemed to be a contract between ConAgra and each
director, officer, employee, or agent of ConAgra who serves or served in such
capacity at any time while this Article VII is in effect. Any repeal or
modification of this Article VII shall not in any way diminish any rights to
indemnification of such directors, officer, employee or agent, or the
obligations of ConAgra arising hereunder.
ARTICLE VIII
FISCAL YEAR
The fiscal year of ConAgra shall end on the last Sunday in May.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and ConAgra
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Certificate of Incorporation.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of ConAgra,
Inc. on the outer edge, and the words, "Corporate Seal," in the center.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or
director of ConAgra under the provisions of these By-Laws or under the
provisions of the Certificate of Incorporation or under the provisions of the
laws of Delaware, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws
may be adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.
]____________________________________________________________
CONAGRA, INC.
and
MANUFACTURERS HANOVER TRUST COMPANY
Rights Agent
Rights Agreement
Dated as of July 10, 1986
INDEX
SECTION TITLE PAGE
1 Certain Definitions . . . . . . . . . . . . . . . 1
2 Appointment of Rights Agent . . . . . . . . . . . 5
3 Issue of Right Certificates . . . . . . . . . . . 5
4 Form of Right Certificates. . . . . . . . . . . . 8
5 Countersignature and Registration . . . . . . . . 9
6 Transfer, Split Up, Combination and Exchange
of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates . . . . . . . . 10
7 Exercise of Rights; Purchase Price;
Expiration Date of Rights . . . . . . . . . . . . 11
8 Cancellation and Destruction of Right
Certificates. . . . . . . . . . . . . . . . . . . 13
9 Reservation and Availability of Common
Shares. . . . . . . . . . . . . . . . . . . . . . 14
10 Common Shares Record Date . . . . . . . . . . . . 15
11 Adjustment of Purchase Price, Number of
Shares or Number of Rights. . . . . . . . . . . . 16
12 Certificate of Adjusted Purchase Price or
Number of Shares. . . . . . . . . . . . . . . . . 32
13 Consolidation, Merger or Sale or Transfer
of Assets or Earning Power. . . . . . . . . . . . 32
14 Fractional Rights and Fractional Shares . . . . . 34
15 Rights of Action. . . . . . . . . . . . . . . . . 36
16 Agreement of Right Holders. . . . . . . . . . . . 37
17 Right Certificate Holder Not Deemed a
Stockholder . . . . . . . . . . . . . . . . . . . 38
18 Concerning the Rights Agent . . . . . . . . . . . 39
19 Merger or Consolidation or Change of Name
of Rights Agent . . . . . . . . . . . . . . . . . 40
20 Duties of Rights Agent. . . . . . . . . . . . . . 41
21 Change of Rights Agent. . . . . . . . . . . . . . 45
22 Issuance of New Right Certificates. . . . . . . . 46
23 Redemption. . . . . . . . . . . . . . . . . . . . 47
24 Notice of Certain Events. . . . . . . . . . . . . 48
25 Notices . . . . . . . . . . . . . . . . . . . . . 50
26 Supplements and Amendments. . . . . . . . . . . . 51
27 Successor . . . . . . . . . . . . . . . . . . . . 51
28 Benefits of this Agreement. . . . . . . . . . . . 51
29 Severability. . . . . . . . . . . . . . . . . . . 52
30 Governing Law . . . . . . . . . . . . . . . . . . 52
31 Counterparts. . . . . . . . . . . . . . . . . . . 52
32 Descriptive Headings. . . . . . . . . . . . . . . 53<PAGE>
RIGHTS AGREEMENT
Agreement, dated as of July 10, 1986, between ConAgra, Inc., a
Delaware corporation (the "Company"), and Manufacturers Hanover Trust
Company, a national banking association (the "Rights Agent").
The Board of Directors of the Company has authorized and declared
a dividend of one Right for each share of Common Stock, $5.00 par value, of
the Company ("Common Share") outstanding on July 25, 1986 and has authorized
the issuance of one Right with respect to each Common Share that shall become
outstanding between July 25, 1986 and the earlier of the Distribution Date,
the Expiration Date and the Final Expiration Date (as such terms are defined
in Sections 3 and 7 hereof), each right representing the right to purchase
one Common Share.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. CERTAIN DEFINITIONS. For purposes of this Agreement,
the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall
be the Beneficial Owner (as such term is hereinafter defined) of 20% or
more of the Common Shares then outstanding, but shall not include the
Company, any Subsidiary of the Company, or any employee benefit plan of
the Company or an entity holding Common Shares for or pursuant to the
terms of any such plan.
(b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on July 10, 1986.
(c) A Person shall be deemed the "Beneficial Owner" of and shall
be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, rights (other than
these Rights), warrants or options, or otherwise; PROVIDED,
HOWEVER, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities
are accepted for purchase; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; PROVIDED, HOWEVER, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement or
understanding to vote such security (1) arises solely from a
revocable proxy given to such Person in response to a public proxy
or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or
any comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly,
by any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting (except
to the extent contemplated by the proviso to Section 1(c)(ii)(B))
or disposing of any securities of the Company.
(d) "Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to close.
(e) "Close of Business" on any given date shall mean 5:00 P.M.,
New York City time, on such date; PROVIDED, HOWEVER, that if such date
is not a Business Day it shall mean 5:00 P.M., New York City time, on
the next succeeding Business Day.
(f) "Common Shares" when used with reference to the Company shall
mean the shares of Common Stock, $5.00 par value, of the Company.
"Common Shares" when used with reference to any Person other than the
Company shall mean the capital stock (or equity interest) with the
greatest voting power of such Person or, if such Person is a subsidiary
of another Person, the Person which ultimately controls such first-
mentioned Person.
(g) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.
(h) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring
Person has become such.
(i) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such
Person.
Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares) in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such Co-Rights
Agents as it may deem necessary or desirable.
Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earlier
of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day
after the date of the commencement of, or first public announcement of the
intent of any Person (other than the Company, any Subsidiary of the Company,
or any employee benefit plan of the Company or its Subsidiaries) to commence,
a tender or exchange offer the consummation of which would result in
beneficial ownership by a Person of 30% or more of the outstanding Common
Shares (including any such date which is after the date of this Agreement and
prior to the issuance of the Rights; the earlier of such dates being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Shares registered in the names of the holders thereof
(which certificates for Common Shares shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares. As soon as practicable after the Distribution
Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights
Agent will, if requested, send) by first-class, insured, postage prepaid
mail, to each record holder of Common Shares as of the close of business on
the Distribution Date, at the address of such holder shown on the records of
the Company, a Right Certificate, in substantially the form of Exhibit A
hereto, evidencing one Right for each Common Share so held. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.
(b) The Company will send a copy of a Summary of Rights to
Purchase Common Shares, in substantially the form attached hereto as Exhibit
B (the "Summary of Rights"), by first-class, postage prepaid mail, to each
record holder of Common Shares as of the close of business on July 25, 1986
at the address of such holder shown on the records of the Company. With
respect to certificates for Common Shares outstanding as of July 25, 1986,
until the Distribution Date, the Rights will be evidenced by such
certificates for Common Shares registered in the names of the holders thereof
together with a copy of the Summary of Rights attached thereto. Until the
Distribution Date (or the earlier Expiration Date or Final Expiration Date,
as such terms are defined in Section 7 hereof), the surrender for transfer of
any certificate for Common Shares outstanding on July 25, 1986, with or
without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby.
(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired shares of Common Stock referred to
in the last sentence of this paragraph (c)) after July 25, 1986 but prior to
the earlier of the Distribution Date or the Expiration Date or the Final
Expiration Date (as such terms are defined in Section 7 hereof) shall have
impressed on, printed on, written on or otherwise affixed to them the
following legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between ConAgra,
Inc. and Manufacturers Hanover Trust Company dated as of July 10,
1986 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at
the principal executive offices of ConAgra, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. ConAgra, Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. Under certain
circumstances, Rights issued to Acquiring Persons (as defined in
the Rights Agreement) may become null and void.
With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented
by such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.
In the event that the Company purchases or acquires any common Shares after
July 25, 1986 but prior to the Distribution Date, any Rights associated with
such Common Shares shall be deemed cancelled and retired so that the Company
shall not be entitled to exercise any Rights associated with the Common
Shares which are no longer outstanding.
Section 4. FORM OF RIGHT CERTIFICATES. The Right Certificates
(and the forms of election to purchase shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit A hereto
and may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may
be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 22 hereof, the Right Certificates,
whenever issued, shall be dated as of July 25, 1986, and on their face shall
entitle the holders thereof to purchase such number of Common Shares as shall
be set forth therein at the price per share set forth therein (the "Purchase
Price"), but the number of such shares and the Purchase Price shall be
subject to adjustment as provided herein.
Section 5. COUNTERSIGNATURE AND REGISTRATION. The Right
Certificates shall be executed on behalf of the Company by its Chairman of
the Board, President or any Vice President, either manually or by facsimile
signature, and have affixed thereto the Company's seal or a facsimile thereof
which shall be attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right Certificates
shall be manually countersigned by the Rights Agent and shall not be valid
for any purpose unless so countersigned. In case any officer of the Company
who shall have signed any of the Right Certificates shall cease to be such
officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the person who signed such
Right Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such
an officer.
Following the Distribution Date, the Rights Agent will keep books
for registration and transfer of the Right Certificates issued hereunder.
Such books shall show the names and addresses of the respective holders of
the Right Certificates, the number of Rights evidenced on its face by each of
the Right Certificates and the date of each of the Right Certificates.
Section 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES.
Subject to the provisions of Section 14 hereof, at any time after the close
of business on the Distribution Date, and at or prior to the close of
business on the earlier of the Expiration Date or the Final Expiration Date,
any Right Certificate or Certificates may be transferred, split up, combined
or exchanged for another Right Certificate or Right Certificates, entitling
the registered holder to purchase a like number of Common Shares as the Right
Certificate or Right Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.
Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and, at the Company's
request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make and
deliver a new Right Certificate of like tenor to the Rights Agent for
delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.
Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE
OF RIGHTS. (a) The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole
or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office of the
Rights Agent in New York, New York, together with payment of the Purchase
Price for each Common Share as to which the Rights are exercised, at or prior
to the earlier of (i) the close of business on July 24, 1996 (the "Final
Expiration Date"), or (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (such earlier time being herein referred to as
the "Expiration Date").
(b) The Purchase Price for each Common Share pursuant to the
exercise of a Right shall initially be $200.00, shall be subject to
adjustment from time to time as provided in Sections 11 and 13 hereof and
shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount
equal to any applicable transfer tax required to be paid by the holder of
such Right Certificate in accordance with Section 9 hereof, in cash or by
certified check or bank draft payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) requisition from any transfer agent of the
Common Shares (or make available, if the Rights Agent is the transfer agent)
certificates for the number of Common Shares to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, (ii) when appropriate, requisition from the Company the amount of
cash to be paid in lieu of issuance of fractional shares in accordance with
Section 14, (iii) promptly after receipt of such certificates, cause the same
to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be
issued by the Rights Agent and delivered to the registered holder of such
Right Certificate or to his duly authorized assigns, subject to the
provisions of Section 14 hereof.
Section 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.
All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to
any of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement. The
Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Right Certificates
purchased or acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Right Certificates to
the Company, or shall, at the written request of the Company, destroy such
cancelled Right Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. RESERVATION AND AVAILABILITY OF COMMON SHARES. The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued Common Shares or any authorized
and issued Common Shares held in its treasury, the number of Common Shares
that will be sufficient to permit the exercise in full of all outstanding
Rights.
So long as the Common Shares issuable upon the exercise of Rights
may be listed on any national securities exchange, the Company shall use its
best efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.
The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all Common Shares delivered upon exercise
of Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable shares.
The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right
Certificates or of any Common Shares upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Right Certificates to a
person other than, or the issuance or delivery of certificates for the Common
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or deliver
any certificates for Common Shares upon the exercise of any Rights until any
such tax shall have been paid (any such tax being payable by the holder of
such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.
Section 10. COMMON SHARES RECORD DATE. Each person in whose name
any certificate for Common Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have become the holder of record of the Common
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and any applicable transfer taxes) was
made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a
date upon which the Common Shares transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding business day on
which the Common Shares transfer books of the Company are open. Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled to any rights of a stockholder of the Company with
respect to shares for which the Rights shall be exercisable, including,
without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.
Section 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR
NUMBER OF RIGHTS. The Purchase Price, the number of shares covered by each
Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the date
of this Agreement (A) declare a stock split or a dividend on the Common
Shares payable in Common Shares, (B) subdivide the outstanding Common Shares,
(C) combine the outstanding Common Shares into a smaller number of shares or
(D) issue any shares of its capital stock in a reclassification of the Common
Shares (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the
Purchase Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of capital stock issuable on such date,
shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number and kind of
shares of capital stock which, if such Right had been exercised immediately
prior to such date and at a time when the Common Shares transfer books of the
Company were open, he would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs which would require an adjustment under
both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in
this Section 11(a)(i) shall be in addition to, and shall be made prior to,
any adjustment required pursuant to Section 11(a)(ii).
(ii) In the event
(A) any Acquiring Person or any Associate or Affiliate of any
Acquiring Person, at any time after the date of this Agreement,
directly or indirectly, (1) shall merge into the Company or
otherwise combine with the Company and the Company shall be the
continuing or surviving corporation of such merger or combination
and the Common Shares of the Company shall remain outstanding and
not changed into or exchanged for stock or other securities of any
other Person or the Company or cash or any other property, (2)
shall, in one or more transactions, other than in connection with
the exercise of Rights or the exercise or conversion of securities
exchangeable for or convertible into capital stock of the Company
or any of its Subsidiaries, transfer any assets to the Company or
any of its Subsidiaries in exchange (in whole or in part) for
shares of any class of capital stock of the Company or its
Subsidiaries or for securities exercisable for or convertible into
shares of any class of capital stock of the Company or any of its
Subsidiaries or otherwise obtain from the Company or any of its
Subsidiaries, with or without consideration, any additional shares
of any class of capital stock of the Company or any of its
Subsidiaries or securities exercisable for or convertible into
shares of any class of capital stock of the Company or any of its
Subsidiaries (other than as part of a pro rata distribution to all
holders of such shares of any class of capital stock of the Company
or any of its Subsidiaries), (3) shall sell, purchase, lease,
exchange, mortgage, pledge, transfer or otherwise dispose (in one
or more transactions), to, from or with, as the case may be, the
Company or any of its Subsidiaries, assets (including securities)
on terms and conditions less favorable to the Company than the
Company would be able to obtain in an arms-length negotiation with
an unaffiliated third party, (4) shall receive any compensation
from the Company or any of the Company's Subsidiaries other than
compensation for full-time employment as a regular employee at
rates in accordance with the Company's (or its Subsidiaries') past
practices, or (5) shall receive the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantage provided by the Company or any of
its subsidiaries, or
(B) during such time as there is an Acquiring Person, there
shall be any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any merger or
consolidation of the Company with any of its Subsidiaries or any
other transaction or series of transactions (whether or not with or
into or otherwise involving an Acquiring Person) which has the
effect, directly or indirectly, of increasing by more than 1% the
proportionate share of the outstanding shares of any class of
equity securities or of securities exercisable for or convertible
into securities of the Company or any of its Subsidiaries which is
directly or indirectly owned by any Acquiring Person or any
Associate or Affiliate of any Acquiring Person,
then, and in each such case, proper provision shall be made so that each
holder of a Right, except as provided below, shall thereafter have a right to
receive, upon exercise thereof in accordance with the terms of this
Agreement, such number of Common Shares as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the then number of Common
Shares for which a Right is then exercisable and dividing that product by (y)
50% of the current per share market price of the Common Shares (determined
pursuant to Section 11(d)) on the fifth day after the earlier of the date of
the occurrence or the date of the first public announcement of any one of the
events listed above in this subparagraph (ii); provided, however, that if the
transaction that would otherwise give rise to the foregoing adjustment is
also subject to the provisions of Section 13 hereof, then only the provisions
of Section 13 hereof shall apply and no adjustment shall be made pursuant to
this Section 11(a)(ii). Notwithstanding the foregoing, upon the occurrence
of any of the events listed above in this subparagraph (ii), any Rights that
are or were on or after the earlier of the Distribution Date or the Shares
Acquisition Date beneficially owned by the Acquiring Person of any Associate
or Affiliate of the Acquiring Person shall become void and any holder of such
Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement. The Company shall not enter into any
transaction of the kind listed in this subparagraph (ii) if at the time of
such transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would substantially diminish or otherwise
eliminate the benefits intended to be afforded by the Rights. Any Right
Certificate issued pursuant to Section 3 hereof that represents Rights
beneficially owned by an Acquiring Person or any Associate or Affiliate
thereof and any Right Certificate issued at any time upon the transfer of any
Rights to an Acquiring Person or any Associate or Affiliate thereof or to any
nominee of such Acquiring Person, Associate or Affiliate, and any Right
Certificate issued pursuant to Section 6, 7(d), 22 or this Section 11 upon
transfer, exchange, replacement or adjustment of any other Right Certificate
referred to in this sentence, shall contain the following legend:
The Rights represented by this Right Certificate were issued to a
Person who was an Acquiring Person or an Affiliate or an Associate
of an Acquiring Person (as such terms are defined in the Rights
Agreement). This Right Certificate and the Rights represented
hereby may become void in the circumstances specified in Section
11(a)(ii) of the Rights Agreement.
The Rights Agent shall not be under any responsibility to ascertain the
existence of facts that would require the imposition of such legend but shall
be required to impose such legend only if instructed to do so by the Company
or if a holder fails to certify upon transfer or exchange in the space
provided on the Rights Certificate that such holder is not an Acquiring
Person or an Affiliate or Associate thereof.
(iii) In the event that there shall not be sufficient treasury
shares or authorized but unissued Common Shares to permit the exercise in
full of the Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exercise of the Rights.
(b) In the case the Company shall fix a record date for the
issuance of rights or warrants to all holders of Common Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Shares (or securities convertible into
Common Shares) at a price per Common Share (or having a conversion price per
Common Share, if a security convertible into Common Shares) less than the
current per share market price of the Common Shares (as defined in Section
11(d)) on such record date, the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of Common Shares outstanding on such record date plus the
number of Common Shares which the aggregate offering price of the total
number of Common Shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of which shall be
the number of Common Shares outstanding on such record date plus the number
of additional Common Shares to be offered for subscription or purchase (or
into which the convertible securities so to be offered are initially
convertible). In case such subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors
of the Company, whose determination shall be described in a statement filed
with the Rights Agent. Common Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights or warrants are not
so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.
(c) In case the Company shall fix a record date for the making of
a distribution to all holders of the Common Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular periodic cash dividend at a rate
not in excess of 125% of the rate of the last regular periodic cash dividend
theretofore paid or a dividend payable in Common Shares) or subscription
rights or warrants (excluding those referred to in Section 11(b)), the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the current per share
market price of the Common Shares (as defined in Section 11(d)) on such
record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent) of the portion of the assets or
evidences of indebtedness so to be distributed or of such subscription rights
or warrants applicable to one Common Share and the denominator of which shall
be such current per share market price of the Common Shares. Such
adjustments shall be made successively whenever such a record date is fixed;
and in the event that such distribution is not so made, the Purchase Price
shall again be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.
(d) For the purpose of any computation hereunder, the "current per
share market price of the Common Shares on any date shall be deemed to be the
average of the daily closing prices per share of such Common Shares for the
30 consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; PROVIDED, HOWEVER, that in the event that the current per
share market price of the Common Shares is determined during a period
following the announcement by the issuer of such Common Shares of (i) a
dividend or distribution on such Common Shares payable in such Common Shares
or securities convertible into such Common Shares or (ii) any subdivision,
combination or reclassification of such Common Shares, and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "current market price"
shall be appropriately adjusted to reflect the current market price per
Common Share. The closing price for each day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Shares are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Common Shares are listed or admitted to
trading or, if the Common Shares are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or, if on any
such date the Common Shares are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Shares selected by the Board of
Directors of the Company. If on any such date no market maker is making a
market in the Common Shares, the fair value of such shares on such date as
determined in good faith by the Board of Directors of the Company shall be
used. The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the Common Shares are listed or
admitted to trading is open for the transaction of business or, if the Common
Shares are not listed or admitted to trading on any national securities
exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking
institutions in the State of New York are not authorized or obligated by law
or executive order to close. If the Common Shares are not publicly held or
not so listed or traded, "current per share market price" shall mean the fair
value per share as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent.
(e) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; PROVIDED, HOWEVER, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth
of a share as the case may be. Notwithstanding the first sentence of this
Section 11(e), any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of the transaction
which requires such adjustment or (ii) the date of the expiration of the
right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to Section
11(a), the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Common Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10 and 13 hereof with respect to the Common
Shares shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Common Shares
purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Section 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price,
that number of shares (calculated to the nearest ten-thousandth) obtained by
(i) multiplying (x) the number of shares covered by a Right immediately prior
to this adjustment by (y) the Purchase Price in effect immediately prior to
such adjustment of the Purchase Price and (ii) dividing the product so
obtained by the Purchase Price in effect immediately after such adjustment of
the Purchase Price.
(i) The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of Common Shares issuable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right held of
record prior to such adjustment of the number of Rights shall become that
number of Rights (calculated to the nearest ten-thousandth) obtained by
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment
of the Purchase Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be
made. This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates have been
issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of
Right Certificates on such record date Right Certificates evidencing, subject
to Section 14 hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company, new
Right Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
(and may bear, at the option of the Company, the adjusted Purchase Price) and
shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price
or the number of Common Shares issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue to express
the Purchase Price per share and the number of shares which were expressed in
the initial Right Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the Common
Shares issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Common Shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date
the Common Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Common Shares and other
capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such
adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such holder
a due bill or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event requiring
such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Purchase Price,
in addition to those adjustments expressly required by this Section 11, as
and to the extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the Common
Shares, issuance wholly for cash of any of the Common Shares at less than the
current market price, issuance wholly for cash of Common Shares or securities
which by their terms are convertible into or exchangeable for Common Shares,
stock dividends or issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to holders of
its Common Shares shall not be taxable to such stockholders.
Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES. Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Common Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof.
Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS
OR EARNING POWER. In the event, directly or indirectly, (a) the Company
shall consolidate with, or merge with and into, any other Person, (b) any
Person shall consolidate with the Company, or merge with and into the Company
and the Company shall be the continuing or surviving corporation of such
merger and, in connection with such merger, all or part of the Common Shares
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (c) the company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to any other Person, then, and in each
such case, proper provision shall be made so that (i) each holder of a Right
shall thereafter have the right to receive, upon the exercise thereof in
accordance with the terms of this Agreement, such number of Common Shares of
such other Person (including the Company as successor thereto or as the
surviving corporation) as shall be equal to the result obtained by (x)
multiplying the then current Purchase Price by the number of Common Shares
for which a Right is then exercisable (without taking into account any
adjustment previously made pursuant to Section 11(a)(ii)) and dividing that
product by (y) 50% of the current per share market price of the Common Shares
of such other Person (determined pursuant to Section 11(d) hereof) on the
date of consummation of such consolidation, merger, sale or transfer;
(ii) the issuer of such Common Shares shall thereafter be liable for, and
shall assume, by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such issuer; and
(iv) such issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its Common Shares thereafter deliverable
upon the exercise of the Rights. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would substantially diminish or otherwise
eliminate the benefits intended to be afforded by the Rights. The Company
shall not consummate any such consolidation, merger, sale or transfer unless
prior thereto the Company and such issuer shall have executed and delivered
to the Rights Agent a supplemental agreement so providing. The provisions of
this Section 13 shall similarly apply to successive mergers or consolidations
or sales or other transfers.
Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The
Company shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14 (a), the current
market value of a whole Right shall be the closing price of the Rights for
the Trading Day immediately prior to the date on which such fractional Rights
would have been otherwise issuable. The closing price for any day shall be
the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Rights are listed or
admitted to trading or, if the Rights are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-
counter market, as reported by NASDAQ or such other system then in use or, if
on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors
of the Company. If on any such date no such market maker is making a market
in the Rights the fair value of the Rights on such date as determined in good
faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of shares
upon exercise of the Rights or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Company may pay to the
registered holders of Right Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of
the current market value of one Common Share. For purposes of this Section
14(b), the current market value of a Common Share shall be the closing price
of a Common Share (as determined pursuant to the second sentence of Section
11(d) hereof) for the Trading Day immediately prior to the date of such
exercise.
(c) The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right.
Section 15. RIGHTS OF ACTION. All rights of action in respect
of this Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Shares), may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by
such Right Certificate in the manner provided in such Right Certificate and
in this Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of
Rights would not have an adequate remedy at law for any breach of this
Agreement and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened violations of, the
obligations of any Person subject to this Agreement.
Section 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right
by accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and treat the person
in whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated Common
Shares certificate made by anyone other than the Company or the Rights Agent)
for all purposes whatsoever, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary.
Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.
No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Common
Shares or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be construed to confer
upon the holder of any Right Certificate, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in
Section 24 hereof), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Right Certificate
shall have been exercised in accordance with the provisions hereof.
Section 18. CONCERNING THE RIGHTS AGENT. The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by
it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability,
or expense, incurred without negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights
Agent in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability
in the premises.
The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any
Right Certificate or certificate for the Common Shares or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons.
Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT. Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have
been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of the
Right Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Right Certificates shall have the full force provided in
the Right Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Right Certificates so countersigned; and in case at
that time any of the Right Certificates shall not have been countersigned,
the Rights Agent may countersign such Right Certificates either in its prior
name or in its changed name; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this
Agreement.
Section 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.
(b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman of
the Board, the President, a Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such certificate shall be
full authorization to the Rights Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such
certificate.
(c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except as to its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Right Certificate; nor shall it be responsible for any adjustment required
under the provisions of Sections 3, 11, 13 or 23 hereof or responsible for
the manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after
actual notice that such change or adjustment is required); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Common Shares
will, when so issued, be validly authorized and issued, fully paid and
nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably
be required by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the President, a Vice President, the
Secretary or the Treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.
(h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were
not Rights Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or for any
other legal entity.
(i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any
such act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.
Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail. The Company
may remove the Rights Agent or any success or Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent or successor Rights Agent, as
the case may be, and to each transfer agent of the Common Shares by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it
has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of the States of
New York or Nebraska (or of any other state of the United States so long as
such corporation is authorized to do business as a banking institution in the
State of New York), in good standing, having a principal office in the State
of New York which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall deliver
and transfer to the successor Rights Agent any property at the time held by
it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares, and
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price per share and the number or kind
or class of shares or other securities or property purchasable under the
Right Certificates made in accordance with the provisions of this Agreement.
Section 23. REDEMPTION. (a) The Board of Directors of the
Company may, at its option, at any time prior to such time as any Person
becomes an Acquiring Person, redeem all but not less than all the then
outstanding Rights at a redemption price of $.05 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price").
(b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and
the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Within 10 days after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights by mailing such
notice to all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent for the Common Shares. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state
the method by which the payment of the Redemption Price will be made.
Neither the Company nor any of its Affiliates or Associates may redeem,
acquire or purchase for value any Rights at any time in any manner other than
that specifically set forth in this Section 23, and other than in connection
with the purchase of Common Stock prior to the Distribution Date.
Section 24. NOTICE OF CERTAIN EVENTS. In case the Company shall
propose (a) to pay any dividend payable in stock of any class to the holders
of Common Shares or to make any other distribution to the holders of Common
Shares (other than a regular periodic cash dividend at a rate not in excess
of 125% of the rate of the last regular periodic cash dividend theretofore
paid) or (b) to offer to the holders of Common Shares rights or warrants to
subscribe for or to purchase any additional Common Shares or shares of stock
of any class or any other securities, rights or options, or (c) to effect any
reclassification of its Common Shares (other than a reclassification
involving only the subdivision of outstanding Common Shares), or (d) to
effect any consolidation or merger into or with (in either case requiring an
adjustment in the Purchase Price as provided in Sections 11 and 13 hereof),
or to effect any sale or other transfer (or to permit one or more of its
subsidiaries to effect any sale or other transfer), in one or more
transactions, of more than 50% of the assets or earning power of the Company
and its subsidiaries (taken as a whole) to, any other Person, or (e) to
effect the liquidation, dissolution or winding up of the Company, then, in
each such case, the Company shall give to each holder of a Right certificate,
in accordance with Section 25 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(a) or (b) above at least 20 days prior to the record date for determining
holders of the Common Shares for purposes of such action, and in the case of
any such other action, at least 20 days prior to the date of the taking of
such proposed action or the date of participation therein by the holders of
the Common Shares whichever shall be the earlier.
In case any of the events set forth in Section 11(a)(ii) of this
Agreement shall occur, then, in any such case, the Company shall as soon as
practicable thereafter give to each holder of a Right certificate, in
accordance with Section 25 hereof, a notice of the occurrence of such event,
which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof.
Section 25. NOTICES. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:
ConAgra, Inc.
One Central Park Plaza
Omaha, Nebraska 68102
Attention: Secretary
Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:
Manufacturers Hanover Trust Company
450 West 33rd Street
New York, New York 10001
Attention: Vice President
Stock Transfer
Administration/ConAgra
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company.
Section 26. SUPPLEMENTS AND AMENDMENTS. The Company and the
Rights Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Right Certificates in order to cure any
ambiguity, to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising hereunder which
the Company and the Rights Agent may deem necessary or desirable, including
but not limited to extending the Final Expiration Date and, provided that at
the time of such amendment there is no Acquiring Person, the period of time
during which the Rights may be redeemed, and which shall not adversely affect
the interests of the holders of Right Certificates.
Section 27. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to of their respective successors and assigns hereunder.
Section 28. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the Common Shares).
Section 29. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
Section 30. GOVERNING LAW. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
Section 31. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 32. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
CONAGRA, INC.
By: /s/ Charles M. Harper
__________________________________
Title: Chairman
ATTEST:
By: /s/ L. B. Thomas
__________________________________
Title: Vice President
MANUFACTURERS HANOVER TRUST COMPANY
By: /s/
__________________________________
Title: Vice President
ATTEST:
By:
__________________________________
Title: Trust Officer
<PAGE>
EXHIBIT A
Certificate No. R- _______________ Rights
NOT EXERCISABLE AFTER JULY 24, 1996 OR EARLIER IF REDEMPTION
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $.05 PER RIGHT ON THE TERMS AND SUBJECT TO THE
ADJUSTMENTS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SECTION 11(a)(ii) OF THE RIGHTS
AGREEMENT), RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE
RIGHTS REPRESENTED BY THIS CERTIFICATE WERE ISSUED TO A PERSON WHO
WAS AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN
ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED
IN SECTION 11(a)(ii) OF THE RIGHTS AGREEMENT.]*
Right Certificate
CONAGRA, INC.
This certifies that __________________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement dated as of July 10, 1986 (the "Rights
Agreement") between ConAgra, Inc., a Delaware corporation (the "Company"),
and Manufacturers Hanover Trust Company (the "Rights Agent"), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time)
on July 24, 1996, at the principal office of the Rights Agent, or its
successors as Rights Agent, in New York, New York one fully paid, non-
assessable share of the Common Stock (the "Common Shares") of the Company, at
a purchase price of $200.00 per share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evidenced by this
Right Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth
above, are the number and Purchase Price as of July 25, 1986, based on the
Common Shares as constituted at such date.
________________
* The portion of the legend in brackets shall be inserted only if
applicable.
As provided in the Rights Agreement, the Purchase Price and the
number of Common Shares which may be purchased upon the exercise of the
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Right
Certificates. Copies of the Rights Agreement are on file at the above-
mentioned office of the Rights Agent.
This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged
for another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Common Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If
this Right Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of and adjustments provided for in the
Rights Agreement, the Rights evidenced by this Certificate may be redeemed by
the Company at its option at a redemption price of $.05 per Right.
No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby, but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Common
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or,
to receive notice of meetings or other actions affecting stockholders (except
as provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of the _________ day of
___________________, 1986.
ATTEST: CONAGRA, INC.
______________________________ By______________________________
Secretary Title:
Countersigned:
MANUFACTURERS HANOVER TRUST COMPANY
By_____________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)
FOR VALUE RECEIVED_______________________________________
hereby sells, assigns and transfers unto___________________________
___________________________________________________________________
(Please print name and address of transferee)
___________________________________________________________________
this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _______________________, 19__
___________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
The undersigned hereby certifies that the Rights evidenced by this
Rights Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
_______________________________
Signature
<PAGE>
[Form of Reverse Side of Right Certificate -- Continued]
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To CONAGRA, INC.:
The undersigned hereby irrevocably elects to exercise
________________________________ Rights represented by this Right Certificate
to purchase the Common Shares issuable upon the exercise of such Rights and
requests that certificates for such shares be issued in the name of:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Dated: ______________________, 19___
___________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Right Certificate)
<PAGE>
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
The undersigned hereby certifies that the Rights evidenced by this
Rights Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
_______________________________
Signature
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
NOTICE
The signatures on the foregoing Forms of Assignment and Election must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Forms of
Assignment and Election is not completed, the Company will deem the
beneficial owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement) and, in the case of an Assignment, will affix a legend to
that effect on any Rights Certificates issued in exchange for this Rights
Certificate.
<PAGE>
EXHIBIT B
SUMMARY OF RIGHTS TO PURCHASE
COMMON STOCK
On July 10, 1986, the Board of Directors of ConAgra, Inc. (the
"Company') declared a dividend distribution of one Right for each outstanding
share of common stock, $5.00 par value (the "Common Shares"), of the Company.
The distribution is payable on July 25, 1986 to the stockholders of record on
July 25, 1986. Each Right entitles the registered holder to purchase from
the Company one Common Share at a price of $200.00 per share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company
and Manufacturers Hanover Trust Company as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares or (ii) 10 days
following the commencement or announcement of an intention to make a tender
offer or exchange offer for 30% or more of such outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of July 25, 1986, by such Common Share certificate with a copy
of this Summary of Rights attached thereto. The Rights Agreement provides
that, until the Distribution Date, the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after July 25, 1986 upon transfer or new issuance of the Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares outstanding
as of July 25, 1986, even without a copy of this Summary of Rights attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the rights
("Right Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 24, 1996, unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the Company, in each
case as described below.
The Purchase Price payable, and the number of Common Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock split of or stock dividend on, or a subdivision, combination or
reclassification of the Common Shares, (ii) upon the grant to holders of the
Common Shares of certain rights or warrants to subscribe for Common Shares or
convertible securities at less than the current market price of the Common
Shares or (iii) upon the distribution to holders of the Common Shares of
evidences of indebtedness or assets (excluding regular periodic cash
dividends out of earnings or retained earnings at a rate not in excess of
125% of the rate of the last cash dividend theretofore paid or dividends
payable in Common Shares) or of subscription rights or warrants (other than
those referred to above).
In the event that the Company were acquired in a merger or other
business combination transaction or 50% or more of its assets or earning
power were sold, proper provision shall be made so that each holder of a
Right shall thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such transaction
would have a market value of two times the exercise price of the Right. In
the event that the Company were the surviving corporation in a merger with an
Acquiring Person and its Common Shares were not changed or exchanged, or in
the event that an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement, proper provision shall be
made so that each holder of a Right, other than Rights that were beneficially
owned by the Acquiring Person on the Distribution Date (which will thereafter
be void), will thereafter have the right to receive upon exercise that number
of Common Shares having a market value of two times the then current exercise
price of the Right.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. No fractional shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading date prior to the date of exercise.
At any time prior to the public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 20%
or more of the outstanding Common Shares, the Company may redeem the Rights
in whole, but not in part, at a price of $.05 per Right, subject to
adjustment in the event of a stock split, stock dividend or similar
transaction (the "Redemption Price"). Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights, the Company
shall make announcement thereof, and upon such election, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-
A. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
<PAGE>
CERTIFICATE
December 1, 1986
Reference is made to the Rights Agreement dated as of July 10, 1986
between ConAgra, Inc. and Manufacturers Hanover Trust Company. Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement.
On September 18, 1986, the Board of Directors of ConAgra, Inc. approved
a two-for-one common stock split. The stock split is payable December 1,
1986 to stockholders of record on October 24, 1986. The Board of Directors
of the Company has previously authorized the issuance of one Right with
respect to each share of Common Stock that shall become outstanding following
July 25, 1986.
The Rights Agreement requires the Company to make appropriate adjustment
in the Purchase Price and the Redemption Price in the event of a stock split.
The Rights Agreement requires that a certificate of these changes be sent to,
among others, the Rights Agent and the Company's stock transfer agents.
Pursuant to the terms of the Rights Agreement, the Company has adjusted
the Purchase Price to $100 per share, and has adjusted the Redemption Price
to $.025 per share. These adjustments become effective on December 1, 1986.
Please acknowledge your receipt of this certificate by signing and
returning an executed copy hereof.
CONAGRA, INC.
/s/ L. B. Thomas
By____________________________
MANUFACTURERS HANOVER TRUST
COMPANY, as Rights Agent
and as Stock Transfer Agent
/s/
By____________________________
<PAGE>
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 28, 1989 (the "Amendment"),
to the Rights Agreement, dated as of July 10, 1986 (the "Rights Agreement"),
between ConAgra, Inc., a Delaware corporation (the "Company") and
Manufacturers Hanover Trust Company (the "Rights Agent"). Unless the context
indicates to the contrary, capitalized terms used cited not defined herein
shall have the meanings ascribed to them in the Rights Agreement.
The Company and the Rights Agent have previously entered into the
Rights Agreement. Pursuant to the Rights Agreement, the Board of Directors
of the Company has authorized and declared a dividend of one Right for each
Common Share of the Company outstanding on the Record Date, each Right
representing the right to purchase one Common Share, upon the terms and
subject to the conditions set forth in the Rights Agreement, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest
of the Distribution Date, the Expiration Date and the Final Expiration Date.
Pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of such Section. The parties deem it
advisable to supplement and amend the Rights Agreement as provided in this
Amendment, and the Board of Directors of the Company has duly and validly
authorized the execution and delivery of this Amendment.
Accordingly, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. Section 11 of the Rights Agreement is amended by deleting
clause (a)(ii) thereof in its entirety and inserting in lieu thereof the
following new clause (a)(ii):
(ii) In the event that any Person becomes an
Acquiring Person at any time after the date of this
Agreement then proper provision shall be made so that
each holder of a Right, except as provided below, shall
thereafter have a right to receive, upon exercise thereof
in accordance with the terms of this Agreement, such
number of Common Shares as shall equal the result
obtained by (x) multiplying the then current Purchase
Price by the then number of Common Shares for which a
Right is then exercisable and dividing that product by
(y) 50% of the current per share market price of the
Common Shares (determined pursuant to Section 11(d)) on
the fifth day after the earlier of the date of the
occurrence or the date of the first public announcement
Of the event listed above in this subparagraph (ii);
PROVIDED, HOWEVER, that if the transaction that would
otherwise give rise to the foregoing adjustment is also
subject to the provisions of Section 13, then only the
provisions of Section 13 shall apply and no adjustment
shall be made pursuant to this Section 11(a)(ii).
Notwithstanding the foregoing, upon the occurrence of the
event listed above in this subparagraph (ii), any Rights
that are on or after the earlier of the Distribution Date
or the Share Acquisition Date beneficially owned by an
Acquiring Person or any Associate or Affiliate of an
Acquiring Person shall become void and any holder of such
Rights shall thereafter have no right to exercise such
Rights under any provision of this Agreement. No Right
Certificate shall be issued pursuant to Section 3 or 22
of this Agreement that represents Rights beneficially
owned by an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or
Affiliate thereof or to any nominee of such Acquiring
Person, Associate or Affiliate; and any Right Certificate
delivered to the Rights Agent for transfer to an
Acquiring Person, whose Rights would be void pursuant to
the preceding sentence shall be cancelled.
2. Section 23(a) of the Rights Agreement is amended by adding at
the end thereof the following text:
"The Company may, at its option, pay the Redemption Price
in cash, Common Shares, other capital stock of the
Company, or any combination of the foregoing."
3. Except as expressly set forth herein, nothing herein shall be
deemed or construed to alter or amend the Rights Agreement in any respect,
and, except as amended and supplemented hereby, the Rights Agreement shall
remain in full force and effect in accordance with the provisions thereof.
Unless the context indicates otherwise, each reference in the Rights
Agreement to "this Rights Agreement" and the words "hereof", "hereto" and
words of similar import shall mean the Rights Agreement, as amended and
supplemented hereby.
4. If any provision of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the provisions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
to be made and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
Attest: CONAGRA, INC.
By: /s/ L. B. Thomas By: /s/ Charles M. Harper
___________________________ ___________________________
Name: L. B. Thomas Name: Charles M. Harper
Title: Secretary Title: Chairman of the
Board and Chief
Executive Officer
MANUFACTURERS HANOVER TRUST
Attest: COMPANY
By: /s/ Thomas R. Watt By: /s/
___________________________ ___________________________
Name: Thomas R. Watt Name:
Title: Assistant Vice President Title:
CERTIFICATE
December 1, 1989
Reference is made to the Rights Agreement dated as of July 10, 1986
between ConAgra, Inc. and Manufacturers Hanover Trust Company. Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement.
On September 28, 1989, the Board of Directors of ConAgra, Inc. approved
a three-for-two common stock split. The stock split is payable December 1,
1989 to stockholders of record on November 3, 1989. The Board of Directors
of the Company has previously authorized the issuance of one Right with
respect to each share of Common Stock that shall become outstanding following
July 25, 1986.
The Rights Agreement requires the Company to make appropriate adjustment
in the Purchase Price and the Redemption Price in the event of a stock split.
The Rights Agreement requires that a certificate of these changes be sent to,
among others, the Rights Agent and the Company's stock transfer agents.
Pursuant to the terms of the Rights Agreement, the Company has adjusted
the Purchase Price to $66.667 per share, and has adjusted the Redemption
Price to $.0167 per share. These adjustments become effective on December 1,
1989.
Please acknowledge your receipt of this certificate by signing and
returning an executed copy hereof.
CONAGRA, INC.
/s/ L. B. Thomas
By____________________________
MANUFACTURERS HANOVER TRUST
COMPANY, as Rights Agent and as
Stock Transfer Agent
/s/ Thomas R. Watt
By____________________________
<PAGE>
CERTIFICATE
OF
CONAGRA, INC.
December 2, 1991
Reference is made to the Rights Agreement dated as of July 10, 1986
between ConAgra, Inc. and Manufacturers Hanover Trust Company. Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement.
On September 26, 1991, the Board of Directors of ConAgra, Inc. approved
a three-for-two common stock split. The stock split is payable December 2,
1991 to stockholders of record on November 8, 1991. The Board of Directors
of the Company has previously authorized the issuance of one Right with
respect to each share of Common Stock that shall become outstanding following
July 25, 1986.
The Rights Agreement requires the Company to make appropriate
adjustments in the Purchase Price and the Redemption Price in the event of a
stock split. The Rights Agreement requires that a certificate of these
changes be sent to, among others, the Rights Agent and the Company's stock
transfer agent.
Pursuant to the terms of the Rights Agreement, the Company has adjusted
the Purchase Price to $44.45 per share, and has adjusted the Redemption Price
to 1.11 cents per share. These adjustments become effective on December 2,
1991.
Please acknowledge your receipt of this certificate by signing and
returning an executed copy hereof.
CONAGRA, INC.
/s/ L. B. Thomas
By_________________________________
L. B. Thomas
Senior Vice President of Finance
MANUFACTURERS HANOVER TRUST COMPANY, as Rights
Agent and as Stock Transfer Agent
/s/ Thomas R. Watt
By_________________________________
Thomas R. Watt
Assistant Vice President
AMENDMENT TO THE
CONAGRA LONG TERM SENIOR MANAGEMENT INCENTIVE PLAN
OPERATIONAL DOCUMENT
Effective November 29, 1990, the ConAgra Long Term Senior Management
Incentive Plan Operational Document ("Document") is amended as set forth
below:
ARTICLE I
Section 4 is amended to read, as follows:
"4. COMPUTATION OF AWARD. The Committee shall compute the amount
of the Award for each fiscal year. A preliminary calculation of the
Award shall be made in July of each year. The preliminary calculation
will be verified after receipt of the audited financials for the year.
The amount of the Award shall be calculated according to the following
steps:
"A. The fully diluted after-tax earnings per share shall be
calculated by dividing after-tax earnings for the fiscal year
by the weighted average of common and common equivalent shares
that are applicable to fully diluted earnings for the fiscal
year.
"B. Calculate the Compounded Fully Diluted After-Tax Earnings Per
Share for the fiscal year. For fiscal year end 1996 and
fiscal years thereafter, the Compounded Fully Diluted After-
Tax Earnings Per Share for the fiscal year shall be the result
of multiplying 1.2762816 by the Base After-Tax Earnings Per
Share. The Base After-Tax Earnings Per Share shall be the 5-
year average of the Fully Diluted After-Tax Earnings Per Share
for the 7th, 6th, 5th, 4th and 3rd fiscal years preceding the
applicable fiscal year. The 1.2762816 is the factor used to
reflect a 5% compounding of the Base After-Tax Earnings Per
Share.
"For fiscal year ends preceding fiscal year ending 1996, the
Base 5-Years Averages and factors set forth below shall be
used to calculate the Compounded Fully Diluted After-Tax
Earnings Per Share:
FYE BASE 5-YRS. AVERAGE FACTOR
1991 Preceding 12th, 11th, 10th 1.6288946
9th, 8th Fiscal Years
1992 Preceding 11th, 10th, 9th 1.5513282
8th, 7th Fiscal Years
1993 Preceding 10th, 9th, 8th 1.4774554
7th, 6th Fiscal Years
1994 Preceding 9th, 8th, 7th, 1.4071004
6th, 5th Fiscal Years
1995 Preceding 8th, 7th, 6th 1.3400956
5th, 4th Fiscal Years
"C. The Award shall be equal to 8% of the result of multiplying
the weighted average of common and common equivalent shares
that are applicable to fully diluted after-tax earnings for
the year times the excess of the fully diluted after-tax
earnings per share for the year over the Compounded Fully
Diluted After-Tax Earnings Per Share.
"After-tax earnings means income for the fiscal year after all
taxes but before a gain or loss on significant asset disposals and
the Award; provided, however, after-tax earnings shall be
determined in the sole and absolute discretion of the Committee.
Prior to the distribution of an Award, the Committee, in its sole
and absolute discretion, may reduce the amount of the Award and the
share of any participant in an Award."
ARTICLE II
Section 5 is amended to read, as follows:
"5. DISTRIBUTION. Each participant's share of the Award shall be
made in cash, or ConAgra stock, or part in ConAgra stock and part in
cash, as determined by the Committee. Normally, both the stock and the
cash portions will be distributed upon verification of the preliminary
calculation. However, at its sole and absolute discretion, the
Committee may pay all or a portion of the Award at such time as the
Committee deems appropriate. Any participant who is not employed on the
payment date shall not receive a payment unless the failure to be
employed is on account of death, total and permanent disability, or
retirement.
"Each person who receives a distribution will be notified of:
"A. The amount distributed to him.
"B. Nature of any restrictions.
"C. The current fair market value of the participant's share of
the Award."
This Document has been adopted by the Board of Directors and
Compensation Committee of ConAgra, Inc. on November 29, 1990.
/s/ L. D. McGehee
By:______________________________________
Title: Chairman - Compensation Committee
THE CONAGRA 1990 STOCK PLAN
ARTICLE I
NAME AND PURPOSE
1.1 NAME. The name of the plan shall be The ConAgra 1990 Stock Plan
("Plan").
1.2 PURPOSE. The purpose of the Plan is to enable Employees and Directors to
share in the growth and prosperity of the Company by encouraging stock
ownership by Employees and Directors and to assist the Company to obtain
and retain key management personnel. Incentive Stock Options,
Nonqualified Stock Options, Restricted Shares, bargain stock, Stock
Appreciation Rights, bonuses of Company Stock and other types of stock
awards and cash may be granted under this Plan.
ARTICLE II
DEFINITIONS
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean the Compensation Committee of the Board.
2.4 "Company" means ConAgra, Inc., a Delaware corporation.
2.5 "Company Stock" means shares of common stock issued by the Company.
2.6 "Director" means any person who is a member of the Board.
2.7 "Employee" means any person employed by the Employer or a Subsidiary.
2.8 "Employer" means the Company.
2.9 "Incentive Stock Option" means any option granted to a Participant under
the Plan, which the Committee intends at the time it is granted, to be
an incentive stock option within the meaning of Section 422A of the
Code.
2.10 "Nonqualified Stock Option" means any stock option granted under the
Plan which is not an Incentive Stock Option.
2.11 "Optionee" is any Employee who is granted options under the Plan.
2.12 "Participant" shall mean any Employee or Director who meets the
requirements for Participation in the Plan as described in Article III.
2.13 "Qualifying Stock" means Company Stock which has been owned by the
Employee for at least six months prior to the date of exercise and has
not been used in a stock-for-stock swap transaction within the preceding
six months.
2.14 "Subsidiary" means a corporation which is a "subsidiary corporation" as
defined in section 425 of the Code.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Every Employee and Director shall be eligible to become a
Participant in the Plan.
3.2 PARTICIPATION. The Employees who shall participate in the Plan and
thereby be eligible to receive awards shall be such key Employees and
Directors as the Committee shall select from time to time. The
Committee shall determine the number of and the combination of stock
options, restricted stock, stock appreciation rights and other stock
awards granted.
3.3 DIRECTOR PARTICIPATION. Non-Employee Directors shall be granted
annually a Nonqualified Stock Option for 3,000 shares of Company Stock.
In addition, Non-Employee Directors shall be granted annually 600 shares
of Company Stock; such shares shall be issued without cost to each Non-
Employee Director from the Company's treasury shares.
The Nonqualified Stock Options and shares of Company Stock described in
this Section 3.3 shall be granted each year immediately following the
annual stockholders' meeting of the Company. The Nonqualified Stock
Options and shares of Company Stock shall be granted to those persons
who are Directors immediately following such meeting. Directors are not
eligible to receive any other Benefit under the Plan.
The number of shares referred to in this Section 3.3 shall be properly
adjusted if the number of issued shares shall be increased or reduced by
change in par value, combination, split-up, reclassification,
distribution of a dividend payable in stock, or the like.
ARTICLE IV
TYPES OF BENEFITS
Benefits under the Plan ("Benefits") may be granted in any one or any
combination of (a) Incentive Stock Options; (b) Nonqualified Stock Options;
(c) stock appreciation rights; (d) restricted stock awards; (e) bargain
purchase of common stock; (f) bonuses of common stock; (g) any other form of
stock benefit; or (h) cash.
Without limiting the Committee's authority, the Committee may: (a) make
the grant of Benefits conditional upon an election by a Participant to defer
payment of a portion of his salary; (b) give a Participant a choice between
two Benefits or combination of Benefits; (c) award Benefits in the
alternative so that acceptance of or exercise of one Benefit cancels the
right of a Participant to another; and (d) award Benefits in any combination
or combinations and subject to any condition or conditions consistent with,
the terms of the Plan that the Committee in its sole discretion may
determine.
ARTICLE V
SHARES SUBJECT TO PLAN
The total number of shares for which options may be granted under this
Plan shall not exceed in the aggregate 6,000,000 shares; provided, if the
merger of the Company and Beatrice Company, as reflected in the Agreement and
Plan of Merger dated as of June 7, 1990, is consummated, such aggregate
number shall be 7,200,000 shares. This number shall be appropriately
adjusted if the number of issued shares shall be increased or reduced by
change in par value, combination, split-up, reclassification, distribution of
a dividend payable in stock, or the like. The shares issued under the Plan
may be authorized and unissued shares or treasury shares.
In the event that any outstanding option, restricted stock or other
Benefit issued pursuant to the Plan shall expire or terminate, the shares
allocable to the unexercised or forfeited portion of such Benefit may again
be subject to an award under the Plan. In addition, any shares which are
used for the full or partial payment of the purchase price (or applicable
withholding taxes) for shares with respect to which an option is exercised
may again be used for an award under the Plan.
ARTICLE VI
OPTIONS
The Committee from time to time may grant Incentive Stock Options and
Nonqualified Stock Options. Each option agreement between the Company and
the Participant shall be in such form and shall contain such provisions as
the Committee from time to time shall deem appropriate. Option agreements
need not be identical. The option agreements shall specify whether or not an
option is an Incentive Stock Option.
The terms of Incentive Stock Options granted shall include the
following:
(a) The option price shall be fixed by the Committee in good faith, but
in no event be less than 100% of the fair market value of the
shares subject to the option on the date the option is granted.
(b) The Committee shall fix the term or duration of all Incentive Stock
Options issued under this Plan provided that such term shall not
exceed ten years after the date on which the option was granted and
shall not extend beyond the Optionee's employment with the Company.
The Committee shall also set the date or dates on, or after which,
each option may be exercised.
(c) The aggregate fair market value, determined as of the time the
Incentive Stock Option is granted, of the stock which may become
exercisable for the first time by any Employee during any calendar
year shall not exceed $100,000.
(d) Each Incentive Stock Option agreement (and amendments) shall
contain such terms and provisions, consistent with the requirements
of this Plan, as the Committee in its discretion shall determine,
including without limitation such terms and provisions as shall be
requisite to cause the options to qualify as Incentive Stock
Options.
Options and similar Benefits (including Stock Appreciation Rights) shall
not be transferrable otherwise than by will or the laws of descent and
distribution, and during the Participant's lifetime, such a Benefit shall be
exercisable only by the Participant.
Notwithstanding any other provisions of the Plan, no Incentive Stock
Option shall be granted to an Employee who, at the time the option is
granted, owns stock representing more than ten percent of the total combined
voting power of all classes of stock of the Employer. This stock ownership
limitation will not apply if the option price is at least 110 percent of the
fair market value (at the time the option is granted) of the stock subject to
the option, and the option by its terms is not exercisable more than five
years from the date it is granted.
The Committee may grant a replacement option (a "Replacement Option") to
any Employee who exercises all or part of an option granted under this Plan
using Qualifying Stock as payment for the purchase price. A Replacement
Option shall grant to the Employee the right to purchase, at the fair market
value as of the date of said exercise and grant, the number of shares of
stock equal to the sum of the number of whole shares (i) used by the Employee
in payment of the purchase price for the option which was exercised and (ii)
used by the Employee in connection with applicable withholding taxes on such
transaction. A Replacement Option may not be exercised for six months
following the date of grant, and shall expire on the same date as the option
which it replaces.
ARTICLE VII
RESTRICTED SHARES
The Committee from time to time may award restricted shares ("Restricted
Shares") to any Participant in the Plan. Each Participant who is awarded
Restricted Shares shall enter into an agreement with the Company in a form
specified by the Committee agreeing to the terms and conditions of the award
and such other matters consistent with the Plan as the Committee in its sole
discretion shall determine.
Restricted Shares awarded to Participants may not be sold, transferred,
pledged or otherwise encumbered during the restricted period commencing on
the date of the award and ending at such later date as the Committee may
designate at the time of the award. The Participant shall have the entire
beneficial ownership and all rights and privileges of a shareholder with
respect to Restricted Shares awarded to him, including the right to receive
dividends and the right to vote such Restricted Shares.
The Committee may provide any other terms or conditions with regard to
Restricted Shares that it deems appropriate. Restricted Shares and
agreements related thereto need not be identical.
ARTICLE VIII
STOCK APPRECIATION RIGHTS
The Committee from time to time may grant stock appreciation rights
("Stock Appreciation Rights") to any Participant in the Plan. A Stock
Appreciation Right shall be evidenced by a stock appreciation right agreement
between the Company and the Participant, which shall contain such terms and
conditions consistent with the Plan as the Committee from time to time shall
deem appropriate.
A Stock Appreciation Right may be satisfied by the Company in cash or in
shares of common stock of the Company, as determined by the Committee. The
agreement may limit the maximum amount of appreciation taken into account
under a Stock Appreciation Right.
A Stock Appreciation Right may be granted in conjunction with an
Incentive Stock Option, a Nonqualified Stock Option, Restricted Shares or any
other award hereunder. At the discretion of the Committee, a Stock
Appreciation Right may be exercisable only to the extent that a related award
is exercisable and only upon surrender of a related award. In the event of
the exercise of a Stock Appreciation Right the exercise of which is
conditioned upon surrender of a related award, the number of shares that may
be issued under this Plan shall be reduced by the number of shares covered by
the award or portion thereof surrendered.
The Committee may provide any other terms or conditions with regard to
Stock Appreciation Rights that it deems appropriate. Stock Appreciation
Rights and agreements related thereto need not be identical.
ARTICLE IX
OTHER AWARDS
The Committee may grant any other cash, stock or stock-related awards to
a Participant under this Plan that the Committee deems appropriate,
including, but not limited to, the bargain purchase of Company Stock and
stock bonuses. Any such Benefits and any related agreements shall contain
such terms and conditions as the Committee deems appropriate. Such awards
and agreements need not be identical. With respect to any Benefit under
which shares of Company Stock are or may in the future be issued (other than
shares issued from the Company's treasury) for consideration other than prior
services, the amount of such consideration shall either (i) be equal to the
amount (such as the par value of such shares) required to be received by the
Company in order to comply with applicable state law or (ii) be equal to or
greater than 50% of the fair market value of such shares on the date of
grant.
ARTICLE X
ADMINISTRATION
The Plan shall be administered by the Committee. A majority vote of the
Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid
acts of the Committee for the purposes of this Plan.
The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to determine the terms of all
Benefits granted under the Plan including, without limitation, the purchase
price, if any, the Employees to whom, and the time or times at which Benefits
shall be granted, when an option can be exercised, or Restricted Shares,
Stock Appreciation Rights and other Benefits become forfeitable, and whether
in whole or in installments, and the number of shares covered by a Benefit;
and to interpret the Plan and to make all other determinations deemed
advisable for the administration of the Plan. All determinations of the
Committee shall be made by not less than a majority of its members. The
Committee may designate Employees of the Company to assist the Committee in
the administration of the Plan and may grant authority to such persons to
execute option agreements or other documents on behalf of the Committee.
Payment in full for the number of shares purchased under any Benefit,
including an option, shall be made to the Company at the time of such
exercise. The Committee, in its discretion, may provide that any Benefit by
its terms may permit a Participant to elect, subject to Committee approval,
any of the following alternative settlement methods: (i) cash equal to the
excess of the value of one share over the option or purchase price times the
number of shares as to which the award is exercised; (ii) the number of full
shares having an aggregate value not greater than the cash amount calculated
under alternative (i); (iii) any combination of cash and stock having an
aggregate value not greater than the cash amount calculated under alternative
(i). For purposes of determining an alternative settlement, the value per
share shall be determined under the same method as used to determine the
option price in the case of stock options.
Payment for such shares shall be made in cash, or with the consent of
the Committee, in shares of the Company's common stock, or a combination
thereof.
The interpretation and construction by the Committee of any provisions
of the Plan or of any benefit granted under it shall be final. No member of
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any benefit granted under it.
ARTICLE XI
ADJUSTMENT UPON CHANGES OF STOCK
If any change is made on the shares of common stock of the Company by
reason of any merger, consolidation, reorganization, recapitalization, stock
dividend, split up, combination of shares, exchange of shares, change in
corporate structure, or otherwise, appropriate adjustments shall be made by
the Committee to the kind and maximum number of shares subject to the Plan
and the kind and number of shares and price per share of stock subject to
each outstanding Benefit. No fractional shares of stock shall be issued
under the Plan on account of any such adjustment, and rights to shares always
shall be limited after such an adjustment to the lower full share.
ARTICLE XII
MISCELLANEOUS
12.1 CONTINUATION OF EMPLOYMENT. Neither this Plan nor any Benefit granted
hereunder shall confer upon any Employee any right to continue in the
employment of the Company or limit in any respect the right of the
Company to terminate his employment at any time.
12.2 ADMINISTRATION. The Committee may make such rules and regulations and
establish such procedures as it deems appropriate for the administration
of the Plan. In the event of a disagreement as to the interpretation of
the Plan or any amendment hereto or any rule, regulation or procedure
thereunder or as to any right or obligation arising from or related to
the Plan, the decision of the Committee shall be final and binding.
12.3 WITHHOLDING. The Company shall have the right to withhold with respect
to any payments made to Participants under the Plan any taxes required
by law to be withheld because of such payments. With respect to any
such withholding:
(a) Each Participant shall take whatever action that the Committee
deems appropriate to comply with the law regarding withholding of
federal, state and local taxes.
(b) When a Participant is obligated to pay to the Company an amount
required to be withheld under applicable income tax laws in
connection with a Benefit, the Committee may, in its discretion and
subject to such rules as it may adopt, permit the Participant to
satisfy this obligation, in whole or in part, either (i) by having
the Company withhold from the shares to be issued upon the exercise
of an option or a stock appreciation right or upon the receipt of
a Benefit, shares having a fair market value that would satisfy the
withholding amount due or (ii) by delivering to the Company
already-owned shares to satisfy the withholding amount.
12.4 EFFECTIVE DATE. This Plan is effective on July 12, 1990 ("Effective
Date"). Benefits hereunder may be granted at any time subject to the
limitations contained within the Plan. No Company Stock may be issued
unless the Plan is approved by a vote of the holders of a majority of
the outstanding shares of the Company's common stock at a meeting of the
stockholders of the Company held within twelve months following the
Effective Date.
ARTICLE XIII
AMENDMENT, TERMINATION AND CHANGE IN CONTROL
13.1 AMENDMENT. The Board may amend the Plan from time to time as it deems
desirable and shall make any amendments which may be required so that
options intended to be Incentive Stock Options shall at all times
continue to be Incentive Stock Options for the purposes of the Code;
PROVIDED, HOWEVER, the Plan may not be amended to change the number of
shares subject to the Plan or decrease the price at which options may be
granted.
13.2 TERMINATION OF PLAN. The Board may in its discretion Terminate the Plan
at any time, but no such termination shall deprive Participants of their
rights under outstanding Benefits. Notwithstanding the preceding
sentence, no Incentive Stock Options may be granted pursuant to the Plan
later than ten years after the date the Plan is adopted or the date the
Plan is approved by the shareholders of the Company, whichever is
earlier.
13.3 CHANGE OF CONTROL. On the date of a Change of Control (as herein
defined), all outstanding options and stock appreciation rights shall
become immediately exercisable and all restrictions with respect to
Restricted Stock shall lapse. Following such a Change of Control, the
Committee shall grant the request of any Employee to pay for shares
purchased under any Benefit by using an alternative settlement method
described in the third paragraph of Article X. Change of Control shall
mean:
(a) The acquisition (other than from the Company) by any person, entity
or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934 (the "Exchange Act"),
(excluding, for this purpose, the Company or its subsidiaries, or
any employee benefit plan of the Company or its subsidiaries which
acquires beneficial ownership of voting securities of the Company)
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either the
then outstanding shares of common stock or the combined voting
power of the Company's then outstanding voting securities entitled
to vote generally in the election of directors; or
(b) Individuals who, as of the date hereof, constitute the Board (as of
the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the date hereof whose
election, or nomination for the election by the Company's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be, for
purposes of this Agreement, considered as though such person were
a member of the Incumbent Board; or
(c) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately prior
to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the reorganized,
merged or consolidated Company's then outstanding voting
securities, or a liquidation or dissolution of the Company or of
the sale of all or substantially all of the assets of the Company.
FIRST AMENDMENT TO THE CONAGRA 1990 STOCK PLAN
The ConAgra 1990 Stock Plan (the "Plan"), was approved by ConAgra
stockholders on September 27, 1990. The Plan is hereby amended by deleting
in its entirety the last sentence of Article V. The deleted sentence
currently reads as follows:
In addition, any shares which are used for the full or partial payment
of the purchase price (or applicable withholding taxes) for shares with
respect to which an option is exercised may again be used for an award
under the Plan.
SECOND AMENDMENT
TO THE
CONAGRA 1990 STOCK PLAN
Effective January 1, 1993, The ConAgra 1990 Stock Plan ("Plan") is
amended, as follows:
ARTICLE I
Section 2.14 of the Plan is amended to read, as follows:
"2.14 "Subsidiary" means any corporation which is a "subsidiary
corporation" as defined in Section 425 of the Code and any corporation,
partnership, joint venture or other entity which is, directly or
indirectly, at least 25% owned by the Company."
ARTICLE II
Article VI of the Plan is amended by the addition thereto of the
following paragraph:
"Notwithstanding any other provisions of the Plan, an Incentive Stock
Option may only be granted to Employees who are employed by the Company
or by a Subsidiary which is a "subsidiary corporation" as defined in
Section 425 of the Code."
CONAGRA, INC., DIRECTORS' UNFUNDED
DEFERRED COMPENSATION PLAN
ConAgra, Inc., in the interest of providing the most attractive
alternatives to its directors in the manner of allocating the director's
compensation and at the same time not incurring additional expense to the
Company, does hereby establish the "ConAgra, Inc., Directors' Unfunded
Deferred Compensation Plan," with the following terms and conditions:
1. The Plan shall be named the "ConAgra, Inc., Directors'
Unfunded Deferred Compensation Plan" (hereinafter described as "The
Plan").
2. The Plan shall be available on a voluntary basis to all
directors who receive fees based on a rate per month or for attendance
at meetings. Any director who qualifies may signify his intention to
defer all or any proportion of his fees based on a rate per month or for
attendance at meetings for the ensuing year by giving written notice to
the Company prior to December 31st of the current year of his intention
to defer this compensation and the extent to which he desires the
compensation deferred. The formula he elects to defer compensation
shall remain in effect from year to year unless he notifies the Company
in writing by December 31st of his intention to modify or terminate his
participation in The Plan in the ensuing year. Any person elected to
the Board who was not a director on the preceding December 31st may
elect before his term begins to defer all or part of the above described
compensation for the balance of the calendar year following such
election and for succeeding calendar years on the same basis as other
directors.
3. The Company shall maintain a separate memorandum account of
the fees deferred by each participant and the Company shall credit said
account semi-annually on January 1st and July 1st of each year with
interest on the balance held in the fund for the prior six months. The
rate of interest to be credited shall be the prime rate of interest on
such date as charged by The First National Bank of Chicago. The Company
shall annually supply the director participating in The Plan a statement
of his account.
4. Amounts deferred under The Plan together with accumulated
interest, including interest accruing after the participant ceases to be
a director, shall be distributed in ten semi-annual installments on
January 1st and July 1st of each year after the year in which the
participant in The Plan ceases to be a director, provided that if the
participant dies prior to payment in full of all amounts due him under
The Plan, the balance of the account shall be payable to his estate in
full on January 1st of the year following his death. In addition, after
a participant ceases to be a director, upon his request, the other
directors at their sole discretion may authorize a different method of
payment including a lump sum payment. If for any reason the directors
determine it to be in the best interests of the Company or the
participant to pay the participant in full including a determination
that the participant upon termination becomes a proprietor, officer,
partner, employee or otherwise becomes affiliated with any business that
is in competition with the Company, the Company may make a payment in
full to said participant when he ceases to be a director without his
consent.
5. This Plan may be amended, suspended, terminated or modified by
the vote of a majority of the Board of Directors of the Company at any
time provided that such amendment, modification, suspension or
termination shall not affect the obligation of the Company to pay to the
participants the amounts accrued or credited to said account up to
December 31st of the year in which said action is taken concerning The
Plan by the Board of Directors.
6. This Plan shall not apply to Honorary Directors or persons
holding similar titles and if a participant ceases to be a director and
becomes an Honorary Director or holds some similar title, for purposes
of this Plan it shall be determined that he has ceased to be a director.
7. Unless notified to the contrary, all notices under this Plan
shall be sent in writing to the Company by mailing to the "Office of the
Secretary," ConAgra, Inc., Kiewit Plaza, Omaha, Nebraska 68131. All
notices to the participants shall be sent to the address which is their
record address for notices as directors of the Company unless a
participant, by written notice, otherwise directs.
8. This Plan is subject to the approval of the Board of Directors
of the Company by a resolution and, if such resolution is adopted, shall
become effective December 20, 1971, and the Company shall commence to
defer compensation to the participants commencing in the calendar year
1972.
<PAGE>
FIRST AMENDMENT TO THE
CONAGRA, INC., DIRECTORS' UNFUNDED
DEFERRED COMPENSATION PLAN
The ConAgra, Inc., Directors' Unfunded Deferred Compensation Plan, is
amended, as follows:
ARTICLE I
Paragraph 2 is amended in its entirety to read, as follows:
"2. The Plan shall be available on a voluntary basis to all
directors who receive directors' fees from ConAgra. Any director who
qualifies may signify his intention to defer all or any proportion of
his fees for the following year by giving written notice to ConAgra,
prior to December 31st of the current year, of his intention to defer
this compensation and the extent to which he desires the compensation
deferred. Such amount shall be deferred in cash and credited to the
director's Interest-Bearing Account. The formula the director elects to
defer compensation shall remain in effect from year to year unless he
notifies ConAgra, in writing, by December 31st of his intention to
modify or terminate his participation in the Plan the following year.
Any person elected to the Board who was not a director on the preceding
December 31st may elect before his term begins to defer all or part of
the above described compensation for the balance of the calendar year
following such election and for succeeding calendar years on the same
basis as other directors. In addition, a director may make a one-time
irrevocable election to defer all or a portion of his compensation in
the form of ConAgra Common Stock; amounts so deferred shall be credited
to the director's Stock Account, which shall be a book entry by the
Company payable in shares of ConAgra Common Stock as provided in
paragraph 4 of this Plan. A director may also make a one-time
irrevocable election to transfer all or a portion of the director's
Interest-Bearing Account to the director's Stock Account. Such election
may not be made prior to the effective date of this amendment (as
described in Article IV below) and shall be subject to any limitations
imposed by law or regulation."
ARTICLE II
Paragraph 3 is amended in its entirety to read, as follows:
"3. ConAgra shall establish and maintain two deferred compensation
accounts for each director: (i) a Stock Account, to which there shall
be credited as a book entry the portion of cash compensation which the
director has elected to defer in the form of Common Stock and any
transfers from the Interest-Bearing Account and (ii) an Interest-Bearing
Account to which all other deferred cash compensation shall be credited.
At the end of each calendar quarter, there shall be credited to the
respective Accounts the deferred compensation accrued during such
quarter. If a director has elected to defer cash compensation in the
form of Common Stock, a book entry in the amount of the number of full
shares to be credited to the Stock Account for each quarter shall be
determined on the basis of the closing price of the Common Stock on the
last trading day of the quarter as reported for New York Stock Exchange-
Composite Transactions, and any amount which would represent a
fractional share shall be credited to the director's Interest-Bearing
Account.
Dividend equivalents on shares credited to a director's Stock
Account shall be credited by book entry at the end of each quarter to
his or her Stock Account in the form of full shares of Common Stock; any
amount which would represent a fractional share shall be credited to his
or her Interest-Bearing Account.
The Interest-Bearing Account shall be credited semiannually (on
each January 1st and July 1st), with interest on the balance held in the
fund for the prior six months. The rate of interest to be credited
shall be the prime rate of interest on such date as charged by The First
National Bank of Chicago.
The Company shall annually supply the director participating in the
Plan a statement of his total interest in the Plan."
ARTICLE III
Paragraph 4 is amended in its entirety to read, as follows:
"4. Amounts deferred under the Plan together with accumulated
interest, including interest accruing after the participant ceases to be
a director, shall be distributed in ten semiannual installments on
January 1st and July 1st of each year after the year in which the
participant in the Plan ceases to be a director, provided that if the
participant dies prior to payment in full of all amounts due him under
the Plan, the balance of the account shall be payable to his designated
beneficiary. The beneficiary designation shall be revocable and shall
be made in writing in a manner provided by ConAgra. In addition, after
a participant ceases to be a director, upon his request, the Executive
Committee of the Board at their sole discretion may authorize a
different method of payment including a lump sum payment. If for any
reason the Executive Committee of the Board determines it to be in the
best interests of ConAgra or the participant to pay the participant in
full including a determination that the participant upon termination
becomes a proprietor, officer, partner, employee or otherwise becomes
affiliated with any business that is in competition with ConAgra,
ConAgra may make a payment in full to said participant when he ceases to
be a director without his consent. Payment of the aggregate number of
shares credited by book entry to a director's Stock Account shall be
made in shares of Common Stock."
ARTICLE IV
This Amendment shall be effective on the date of its approval by a vote
of the holders of a majority of the outstanding shares of the Company's
common stock at a meeting of the stockholders of the Company.
Exhibit 11
CONAGRA, INC. AND SUBSIDIARIES
Computation of Income Per Share
(In millions, except per share amounts)
Fiscal Year Ended
Fifty-two/Fifty Three Weeks
May 26, May 31, May 30, May 29, May 28,
1991 1992 1993 1994 1995
Computation of income per
common and and common
equivalent share:
Income before cumulative
effect of change in
accounting principle $332.0 $372.4 $391.5 $437.1 $495.6
Less preferred dividends 19.5 24.5 24.0 24.0 24.0
Income available to common
stock before cumulative
effect of change
in accounting principle 312.5 347.9 367.5 413.1 471.6
Cumulative effect of change
in accounting principle - - (121.2) - -
Income available to common
stock $312.5 $347.9 $246.3 $413.1 $471.6
Weighted average common
shares outstanding -
ConAgra 201.5 227.9 230.3 226.7 226.5
Add shares applicable to
stock options using
average market price -
ConAgra 3.8 4.0 2.7 1.8 2.5
Add Golden Valley common
and common equivalent
shares -
ConAgra equivalent* 15.3 - - - -
Average common and common
equivalent shares
outstanding 220.6 231.9 233.0 228.5 229.0
Income per common and common
equivalent share:
Before cumulative effect of
change in accounting
principle $ 1.42 $ 1.50 $ 1.58 $ 1.81 $ 2.06
Cumulative effect of
change in
accounting principle - - (0.52) - -
Net Income $ 1.42 $ 1.50 $ 1.06 $ 1.81 $ 2.06
Computation of income
per common share
assuming full dilution:
Income available to
common stock before
cumulative effect of
change in accounting
principle $312.5 $347.9 $367.5 $413.1 $471.6
Add dividends on
convertible preferred
stock 19.5 24.5 24.0 24.0 24.0
Net income available to
common stock before
cumulative effect of
change in accounting
principle assuming
full dilution 332.0 372.4 391.5 437.1 495.6
Cumulative effect of
change in accounting
principle - - (121.2) - -
Net income applicable
to common stock assuming
full dilution $332.0 $372.4 $270.3 $437.1 $495.6
Exhibit 11 (Continued)
CONAGRA, INC. AND SUBSIDIARIES
Computation of Income Per Share
(In millions, except per share amounts)
Fiscal Year Ended
Fifty-two/Fifty-Three Weeks
May 26, May 31, May 30, May 29, May 28,
1991 1992 1993 1994 1995
Weighted average common
shares outstanding -
ConAgra 201.5 227.9 230.3 226.7 226.5
Add shares assumed
issued for convertible
preferred stock -
ConAgra 11.7 14.8 14.7 14.6 14.6
Add shares applicable to
stock options using
the period-end market
price if higher than
average market price -
ConAgra 3.8 4.0 2.8 1.9 3.1
Add Golden Valley common
and common equivalent
shares -
ConAgra equivalent* 15.3 - - - -
Average common and common
equivalent shares
assuming full dilution 232.3 246.7 247.8 243.2 244.2
Income per common share
assuming full dilution:
Before cumulative effect
of change in accounting
principle $ 1.43 $ 1.51 $ 1.58 $ 1.80 $ 2.03
Cumulative effect of
change in accounting
principle - - (0.49) - -
Net Income $ 1.43 $ 1.51 $ 1.09 $ 1.80 $ 2.03
* ConAgra share equivalent, at the exchange ratio of .8514 of a
share of ConAgra common stock for each share of Golden Valley
common stock, to reflect the pooling of interests.
EXHIBIT 12
CONAGRA, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND OF
EARNINGS TO COMBINED FIXED CHARGES & PREFERRED STOCK DIVIDENDS
($ IN MILLIONS)
Fiscal Years Ended May
1991 1992 1993 1994 1995
Fixed Charges:
Interest expense $ 334.8 $ 359.2 $ 294.0 $ 295.1 $ 324.3
Capitalized interest 6.4 4.9 2.3 1.7 4.9
Interest in cost of
goods sold 19.3 17.1 14.6 12.7 17.5
One third of
non-cancellable
lease rent 40.3 42.7 43.7 43.5 38.6
Total fixed charges (A) 400.8 423.9 354.6 353.0 385.3
Add preferred stock
dividends of the
company 32.6 38.7 38.7 39.3 39.3
Total fixed charges and
preferred stock
dividends (B) $ 433.4 $ 462.6 $ 393.3 $392.3 $424.6
Earnings:
Pretax income $ 556.7 $ 587.7 $ 631.4 $ 720.0 $ 825.9
Adjustment for
unconsolidated
subsidiaries 3.5 11.0 8.3 (1.8) 10.6
Pretax income of the
Company as a whole 560.2 598.7 639.7 718.2 836.5
Add fixed charges 400.8 423.9 354.6 353.0 385.3
Less capitalized interest (6.4) (4.9) (2.3) (1.7) (4.9)
Earnings and fixed
charges (C) $ 954.6 $1,017.7 $992.0 $1,069.5 $1,216.9
Ratio of earnings to
fixed charges (C/A) 2.4 2.4 2.8 3.0 3.2
Ratio of earnings to
combined fixed charges
and preferred stock
dividends (C/B) 2.2 2.2 2.5 2.7 2.9
EXHIBIT 12 (Continued)
For the purpose of computing the above ratio of earnings to
fixed charges, earnings consist of income before taxes and fixed
charges. Fixed charges, for the purpose of computing earnings
are adjusted to exclude interest capitalized. 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), and a portion of noncancelable
rental expense representative of the interest factor. The ratio
is computed using the amounts for ConAgra as a whole, including
its majority-owned subsidiaries, whether or not consolidated,
and its proportionate share of any 50% owned subsidiaries,
whether or not ConAgra guarantees obligations of these
subsidiaries.
For purposes of calculating the above ratio of earnings to
combined fixed charges and preferred dividends, preferred stock
dividend requirements (computed by increasing preferred stock
dividends to an amount representing the pre-tax earnings which
would be required to cover such dividend requirements) are
combined with fixed charges as described above, and the total is
divided into earnings as described above.
CONAGRA, INC.
ANNUAL REPORT 1995
TRUSTED BRANDS, STRONG GROWTH, STRATEGIC FOCUS:
FRONT COVER - collage of photos:
- a ConAgra "Feeding People Better" frozen foods carrier
traveling down a country road,
- a grain spout unloading grain,
- a plate of ConAgra roast pork, rice and garnish,
- ConAgra Frozen Foods' plant manager doing a "quality
check" on Healthy Choice Dinners,
- a grain ship,
- boy eating hot dog,
- global map,
- an array of ConAgra products (Wesson vegetable oil,
Banquet Fried Chicken, Healthy Choice Dinner, Orville
Redenbacher's Popcorn, Marie Callender's Pot Pie, Swift Premium
Brown'N Serve, Armour Premium Bacon, Hunt's Ketchup, Deli Thin
Sliced Turkey Breast, Country Pride Chicken, Van Camp's Pork and
Beans, Peter Pan peanut butter),
- a women on a production line at a Hunt's tomato plant.
INSIDE FRONT COVER
Photos of grocery products -- all brands
Contents
Page
Letter to Stockholders . . . . . . . . . . . . . . . . . . . 2
Objectives & Results . . . . . . . . . . . . . . . . . . . . 4
ConAgra At A Glance . . . . . . . . . . . . . . . . . . . . . 6
Business Review
Grocery/Diversified Products . . . . . . . . . . . . . . 8
Refrigerated Foods . . . . . . . . . . . . . . . . . . . 14
Food Inputs & Ingredients . . . . . . . . . . . . . . . 18
Corporate Citizenship . . . . . . . . . . . . . . . . . . . . 24
Sales & Operating Profit by Segment . . . . . . . . . . . . . 26
Eleven-Year Results . . . . . . . . . . . . . . . . . . . . . 27
Management's Discussion & Analysis . . . . . . . . . . . . . 28
Consolidated Financial Statements . . . . . . . . . . . . . . 33
Notes to Financial Statements . . . . . . . . . . . . . . . . 38
Independent Auditors' Report . . . . . . . . . . . . . . . . 48
Board of Directors . . . . . . . . . . . . . . . . . . . . . 49
Principal Officers . . . . . . . . . . . . . . . . . . . . . 50
Investor Information . . . . . . . . . . . . . . . . . . . . 52
FINANCIAL HIGHLIGHTS
(Dollars in millions except per share amounts)
Fiscal Year Ended May 28, 1995 May 29, 1994 Increase
------------ ------------ --------
Net sales $24,108.9 $23,512.2 2.5%
Income before
income taxes $825.9 $720.0 14.7%
Net income $495.6 $437.1 13.4%
Net income
per share $2.06 $1.81 13.8%
Common stock price
at year end $32.25 $28.50 13.2%
Common stock
dividend rate
at year end $ .83 $ .72 15.3%
Cash earnings
return on year-
beginning common
stockholders'
equity* 24.4% 23.7%
5-year average: 23.3%
Employees at
year end 90,871 87,309 4.1%
* As defined on page 4, Objectives and Results.
CONAGRA, INC.
ConAgra is a diversified international food company. Our
mission is to increase stockholders' wealth. Our job is to help
feed people better.
We operate across the food chain around the world. Our
products range from convenient prepared foods for today's busy
consumers to supplies farmers need to grow their crops.
Printed on recycled paper.
To Our Stockholders, Employees and Other Friends
(PHOTO OF PHIL FLETCHER)
Cutline: Phil Fletcher
Chairman & Chief Executive Officer
Fiscal 1995: A Year of Record Results . . .
Fiscal 1995 was a good year for our company and
shareholders.
* Earnings per share grew 14 percent following a 15-
percent increase the previous year.
* Our shareholders enjoyed a 15-percent common stock
dividend increase.
* We met ConAgra's return on equity objective -- our most
important financial goal -- for the 20th consecutive
year.
Even the good reported results tend to understate ConAgra's
earning power. We had sufficient earning power to meet ConAgra's
14-percent earnings growth objective while absorbing considerable
expense from business improvement initiatives that will pay off
in subsequent years. Furthermore, goodwill amortization, not a
true economic expense, penalized reported earnings per share 15
percent but generated substantial cash to fuel earning power.
. . . And Investing for Future Results
Fiscal 1995 also was a successful year for managing and
investing to drive premium results in the future.
* We invested $428 million to expand and improve plant,
equipment and business systems.
* We accelerated actions to divest non-core businesses
and redeploy capital to core holdings.
* We invested $379 million to acquire businesses that fit
tightly with core businesses and quickly add to
earnings.
Strong Growth
Fiscal 1995's results sustain ConAgra's record of strong,
consistent long-term growth -- a record equaled by few companies.
According to "America's Finest Companies," only one half of one
percent of all U.S. public companies have increased both earnings
per share and dividends per share for 10 or more consecutive
years.
ConAgra has increased earnings per share for 15 consecutive
years at a compound annual growth rate of 15.7 percent. During
the same period, ConAgra's common stock dividends per share grew
at a 15.5-percent average annual rate.
In fact, ConAgra has increased dividends per share 14
percent or more for 20 consecutive years. This record fulfills
our dividend growth objective and demonstrates management's
confidence in the stability and scale of ConAgra's trend line
earning power.
Trusted Brands and Earnings Balance
Fiscal 1995 also demonstrated our company's earnings
balance, historically a ConAgra strength. Our earnings gain was
driven by broadly based profit growth in businesses ranging from
branded grocery products to meat and potato products.
Among our branded product lines, Healthy Choice enjoyed
another eminently successful year. Unit volumes again grew at a
double-digit pace, and Healthy Choice was a notable contributor
to our company's earnings growth.
With annual retail sales well above $1 billion, Healthy
Choice leads ConAgra's family of $100 million brands. Our
acquisition of Marie Callender's frozen foods and Van Camp's bean
products raised to 21 ConAgra's array of trusted brands with
annual retail sales over $100 million.
Our branded products businesses account for roughly half of
ConAgra's operating profit. Half is generated by equally
important core businesses in other food chain sectors. ConAgra's
diversified business mix is a source of earnings balance, avenues
for growth and interlocking strengths.
These powerful interlocking strengths transcend business
borders. They run the gamut from market intelligence and
distribution systems to technology and business information
systems. Harnessing these strengths, without diluting the power
of ConAgra's entrepreneurial operating company structure,
continues high on our company's strategic agenda and my personal
"do list."
Strategic Focus
ConAgra's strategic agenda for growth begins, as it should,
with our company's structure -- leadership, organization and
business mix.
As I've said here in past years, we are structuring our
company for success. Structuring for success is a dynamic
process driven by constant renewal, my own top priority. The
process was evident in fiscal 1995.
We changed and strengthened the leadership at a number of
operating companies. We did not manage our chicken products
business well in fiscal 1995. To correct this, we changed the
management and moved the business into our Refrigerated Foods
Companies to benefit from their leadership and compatible product
mix, market channels and business systems.
As I noted earlier, we are streamlining our asset base to
improve our business structure. Half a dozen non-core businesses
were sold this past year. We also discontinued under-performing
businesses and closed less productive facilities.
These actions sharpen our strategic focus and help
concentrate capital and management effort on more promising
opportunities.
In fiscal 1996, we expect to invest about $550 million in
capital expenditures to boost efficiency and capacity for growth.
An investment theme shared across our businesses is value --
adding value to products and byproducts to spur sales growth and
enhance profit margins.
We will remain acquisitive. We typically are screening 80
to 100 acquisition candidates ranging from a gleam in the eye to
deals near completion. I believe we will continue to find
attractive acquisitions that strengthen core operations and
bolster earnings growth.
Fiscal 1996 Outlook: Record Earnings
I'm enthusiastic about our company's momentum and prospects
as we enter fiscal 1996. Most major businesses are performing
well. We plan to increase earnings in all three of ConAgra's
industry segments -- Grocery/Diversified Products, Refrigerated
Foods and Food Inputs & Ingredients -- as was the case in fiscal
1995.
We expect double-digit earnings per share growth in fiscal
1996 and ConAgra's 16th consecutive year of record earnings. At
this early juncture I won't predict the precise increase, but
anything under ConAgra's 14-percent objective would be
disappointing.
Rewarding Stockholders
In sum, we are following the road map I've drawn in previous
annual reports. We are managing aggressively and investing for
growth to accomplish our mission -- increasing stockholders'
wealth. Our mission and commitment to it are clear.
It's my pleasure to welcome to ConAgra's board of directors
our newest member, Jane Thompson, an accomplished business
executive. On behalf of all our directors, it's my privilege to
offer heartfelt thanks to ConAgra's employees for your commitment
and contributions to our company's mission and success.
Sincerely,
Philip B. Fletcher
Chairman and Chief Executive Officer
OBJECTIVES AND RESULTS
ConAgra is committed to major financial performance
objectives that drive how we manage our company and serve our
mission to increase stockholder wealth.
We incorporate in our financial objectives a concept called
"cash earnings" -- net earnings plus goodwill amortization.
Businesses run on cash. The principal source of internally
generated cash is net earnings before depreciation of fixed
assets and amortization of goodwill. Cash from depreciation is
generally needed for replenishment to help maintain a going
concern.
On the other hand, goodwill represents valuable non-
depreciating brands and distribution systems, primarily those we
acquired with Beatrice Company in fiscal year 1991. We invest
and incur expense throughout the year to maintain and enhance the
value of these brands and distribution systems.
Consequently, goodwill amortization is not a true economic
cash cost. It, along with net earnings, is a source of decision
cash - cash available to invest in ConAgra's growth and pay
dividends.
It is this decision cash that we call cash earnings. We
believe the cash earnings concept is an appropriate way to manage
and measure our businesses.
We use the cash earnings concept in our financial objectives
for return on common equity and dividend growth. We do not use
it in our earnings per share growth objective because companies
are not permitted to present earnings per share data in any
alternative form.
RETURN ON COMMON EQUITY
Objective
ConAgra's most important financial objective is to average
more than a 20-percent after-tax cash earnings return on year-
beginning common stockholders' equity, and to earn more than a
15-percent return in any given year.
In determining results as shown in the table below, year-
beginning common equity includes these adjustments: 1991 - an
increase of $348.1 million for a pro rata share of the common
equity associated with the acquisition of Beatrice Company and a
public offering of common stock; 1992 - an increase of $16.9
million for a pro rata share of the common equity associated with
the acquisition of Arrow Industries, Inc.; 1993 - a net decrease
of $337.2 million resulting from adopting Statement of Financial
Accounting Standards No. 106 (a decrease of $121.2 million), a
pro rata share of common stock purchased in the open market for
the Employee Equity Fund (a decrease of $247.9 million), and a
pro rata share of common equity associated with four acquisitions
(an increase of $31.9 million). In computing the 1993 results,
after-tax earnings exclude the one-time cumulative effect of SFAS
106.
Result
Return on Common Equity
1991 23.9%
------------------------------
1992 21.5%
------------------------------
1993 23.2%
------------------------------
1994 23.7%
------------------------------
1995 24.4%
5-Year Average: 23.3%
FINANCING
Objective
ConAgra's primary financing objective is to maintain a
conservative balance sheet.
Long-Term Debt
Senior long-term debt normally will not exceed 30 percent of
total long-term debt plus equity. Long-term subordinated debt is
treated as equity due to its preferred stock characteristics.
Short-Term Debt
Each ConAgra food business normally will eliminate at the
end of its natural fiscal year short-term debt, net of cash, used
to finance assets other than hedged commodity inventories.
Natural year end occurs when inventories and receivables are
at their annual low points -- for example, the end of February in
our crop protection chemical and fertilizer businesses, and the
end of May in many other ConAgra businesses.
Result
LONG- SHORT-
TERM TERM
DEBT DEBT
--------------------------------- ----------
Objective Result Result
maximum of: (as defined
(as defined above) above)
--------------------------------- ----------
91 30% 40%* 0
92 30% 36% 0
93 30% 30% 0
94 30% 30% 0
95 30% 30% 0
---------------------------------------------------
*1991 was 40% at year end and later restated to 41% for pooling
of interests with a company that merged with ConAgra in 1992.
EARNINGS AND DIVIDEND GROWTH
Earnings Growth Objective
ConAgra's objective is to increase trend line earnings per
share, on average, more than 14 percent per year.
Although earnings balance is a strength of ConAgra's
diversified food businesses, we may not always achieve quarter-
to-quarter, or sometimes year-to-year, increases in reported
earnings. However, ConAgra expects to increase trend line
earnings - what we would earn with average or normal industry
conditions - more than 14 percent per year.
Dividend Growth Objective
ConAgra's objective is to increase common stock dividends
consistent with growth in ConAgra's trend line earnings.
Over time, ConAgra expects common stock dividends to average
in the range of 30 to 35 percent of cash earnings.
Our earnings and dividend growth objectives are linked.
Reported earnings per share growth varies year to year and may be
higher or lower than trend line earnings per share. Over a long
period, reported earnings per share reflect trend line earnings
per share. Over a shorter period of time, dividends per share
growth is in effect a proxy for trend line earnings per share
growth. Dividend increases represent management's judgment of
ConAgra's trend line, or underlying, earning power independent of
reported earnings results.
Result
ConAgra has increased earnings per share for 15 consecutive
years at a compound annual growth rate of 15.7%. During the same
period, dividends per share increased annually at an average rate
of 15.5%.
During the past five years, the growth of reported earnings
per share slowed to a rate of 10.5% mainly due to single-digit
growth in 1992 and 1993. During the same period, dividends per
share increased at an average rate of 15.8%, including increases
of 16.9% in 1992 and 15.4% in 1993.
Compound Annual Growth:
5-year 10-year 15-year
------ ------- -------
Earnings per share 10.5% 13.3% 15.7%
Dividends per share 15.8% 15.7% 15.5%
Bar graph for Earnings per Share:
Year: 1991 1992 1993 1994 1995
$1.42 $1.50 $1.58 $1.81 $2.06
Increase: 13.6% 5.6% 5.3% 14.6% 13.8%
Results as actually reported. 1993 earnings per share exclude
the one-time cumulative effect of SFAS 106.
Bar graph for Dividends per Share:
Year: 1991 1992 1993 1994 1995
$.445 $.52 $.60 $.695 $.803
Increase: 15.6% 16.9% 15.4% 15.8% 15.5%
Over the last 5 years, dividends have averaged 30.8% of cash
earnings.
GATEFOLD
HEAD: ConAgra at a Glance
SUBHEAD: Businesses Across the Food Chain -- A Strategic Focus
COPY & (ILLUSTRATIONS):
Seed Distribution (seed)
Crop Protection Chemicals Distribution
(stalk of corn)
Fertilizer Distribution
(bag of fertilizer)
Animal Feeds & Feed Additives
(NutriBasics product)
Retail Stores principally in
agricultural areas (County General
Store, Northwest Fabrics & Crafts)
Flour, Oat & Dry Corn Milling;
Barley Processing (ConAgra flour mill)
Worldwide Commodity Distribution &
Trading (Grain ship, Japanese flag, U.K.
flag)
Feed Ingredient Merchandising
(man on phone with computer terminal)
Natural Spices, Seasonings, Flavors
& Spray-Dried Food Ingredients
(array of spices & seasonings)
Beef, Pork & Lamb Products
(Beef steak, pork chop, leg of lamb)
Branded Chicken & Turkey Products
(Butterball whole turkey, Country
Pride package)
Branded Processed Meats
(Armour bacon, Hebrew National franks,
Healthy Choice lunch meat)
Cheeses & Refrigerated Dessert Toppings
(County Line cheese package, Healthy
Choice shreds, Reddi Wip can)
Delicatessen & Foodservice Products
(menu, supermarket deli)
Seafood Products (Singleton package,
fish, shrimp)
French Fries & Other Potato
Products (potato, Inland Valley &
Act II packages)
Private Label Consumer Products
(package of paper plates, aluminum
foil, bag of charcoal)
Branded Shelf-Stable Foods (Product
array: Hunt's ketchup, Wesson oil,
Healthy Choice soup, Swiss Miss cocoa,
Orville Redenbacher's popcorn, Peter
Pan peanut butter, Snack Pack pudding,
Van Camp's pork & beans, Knott's jam,
Rosarita refried beans)
Branded frozen foods (Product array:
Healthy Choice dinner, Banquet fried
chicken, Kid Cuisine dinner, Marie
Callender's pot pie, Patio burrito,
La Choy egg rolls)
Copy relating to illustrative graphic:
ConAgra's diversification across the food chain expands
opportunities and balances results. About half of ConAgra's
earnings are from branded food products, and about half are
from foodservice, processing and distribution businesses.
ConAgra Quick Facts
* Fiscal 1995 sales: $24.1 billion
(more than 4 times fiscal 1985 sales of $5.5 billion)
* Fiscal 1995 operating profit: $1.3 billion
(more than 5 times fiscal 1985 operating profit of $222
million)
* 90,871 employees
* Operations in 27 countries
* 15 consecutive years of record earnings per share
* Dividends per share increased 14% or more for 20 consecutive
years
* 10-year average annual return to investors: 18.1%
Strong Growth
Graph titled: Record Earnings per Share* for 15 Years
Compound Annual Growth Rate - 15.7%
F80 $ .23 F88 $ .86
81 .33 89 1.09
82 .37 90 1.25
83 .41 91 1.42
84 .46 92 1.50
85 .59 93 1.58
86 .68 94 1.81
87 .82 95 2.06
* Operating results as actually reported. Excludes cumulative
effect of accounting change in 1993.
Graph titled: Common Stock Dividends per Share
Compound Annual Growth Rate - 15.5%
F80 $.093 F88 $.288
81 .108 89 .331
82 .123 90 .385
83 .143 91 .445
84 .164 92 .520
85 .187 93 .600
86 .215 94 .695
87 .249 95 .803
Of 15,000 public companies in the U.S., only 73, just one half of
one percent, have increased both earnings per share and dividends
per share for 10 or more consecutive years. (Source: America's
Finest Companies, 1994)
ConAgra is one of those companies...in fact, ConAgra has
increased earnings per share for 15 consecutive years and
dividends per share for 20 consecutive years.
Trusted Brands
ConAgra is a brand powerhouse -- with 21 food brands that each
chalk up annual retail sales exceeding $100 million.
21 logos:
La Choy Wesson
Swiss Miss Banquet
Orville Redenbacher's County Line
Country Pride Hunt's
Healthy Choice Eckrich
Butterball Act II
Peter Pan Armour
Hunt's Snack Pack Decker
Hebrew National Swift Premium
Cook's Marie Callender's
Van Camp's
GROCERY/DIVERSIFIED PRODUCTS
Grocery/Diversified Products operating profit increased 20
percent, led by the consumer frozen foods business, notably
Healthy Choice products, and the potato products business, in
part due to an acquisition. The Hunt-Wesson companies, led by
Hunt Foods, and seafood also contributed to the earnings gain.
Unit volume growth and an acquisition drove the 12-percent
segment sales increase.
GROCERY/DIVERSIFIED PRODUCTS
2 Pie Charts:
1) Sales 19.9%
2) Operating Profit 48.7%
Copy:
Segment Sales (in millions)
1995 $4,799.6
1994 4,295.4
% Change + 11.7%
Segment Operating Profit (in millions)
1995 $ 629.9
1994 526.4
% Change + 19.7%
GROCERY/DIVERSIFIED PRODUCTS
GROCERY PRODUCTS
(PHOTO OF AL CROSSON)
Cutline: Al Crosson
President & Chief Operating Officer
ConAgra Grocery Products Companies
Strategic Focus
"Consumers and customers drive sales, and sales drive our
business. So we're concentrating on initiatives that improve
what we take to market and how we go to market. We'll continue
to respond to consumer demand with innovative new products.
We're expanding our grocery sales force and using our new Grocery
Products Service Center to serve our customers better. We're
also investing in sophisticated information systems to leverage
our strengths and make us more visible and responsive in the
marketplace."
- Al Crosson
GROCERY PRODUCTS
ConAgra Grocery Products Companies include our branded
consumer food companies that produce and market shelf-stable and
frozen foods.
Major shelf-stable brands and products are Hunt's and
Healthy Choice tomato-based products; Wesson cooking and salad
oils and sauces; Healthy Choice soups; Orville Redenbacher's and
ACT II popcorn; Peter Pan peanut butter; Van Camp's canned beans;
Manwich sauces; Snack Pack puddings; Swiss Miss puddings and
cocoa mixes; Knott's Berry Farm jams and jellies; Chun King and
La Choy Oriental products; Rosarita and Gebhardt Mexican
products; and Wolf Brand chili. These products are sold through
retail stores and to foodservice markets, mass merchandisers,
club stores and military markets.
Major frozen food brands are Healthy Choice, Banquet, Marie
Callender's, Kid Cuisine, Morton, Patio, Chun King and La Choy.
Our frozen food products include dinners and entrees, kids'
meals, fried chicken, boneless chicken products, pot pies, fruit
cobblers, hand-held snacks, french bread pizza and ice cream.
ConAgra Grocery Products Companies in total had an excellent
year, with robust earnings growth. Again in fiscal 1995, Healthy
Choice earnings led the pack with a dramatic increase.
The Hunt-Wesson businesses -- Hunt Foods Company, La
Choy/Rosarita Foods Company, Orville Redenbacher/Swiss Miss Foods
Company and Wesson/Peter Pan Foods Company -- had another record
year. Hunt-Wesson's earnings increase was impressive in view of
sales softness in their grocery categories. Hunt-Wesson unit
volumes increased modestly. Sales exceeded $2 billion.
New Hunt-Wesson products introduced during fiscal 1995
include Snack Pack Juicy Gels, Orville Redenbacher's
Reden*Budders Cheddar and Reden*Budders Light, Orville
Redenbacher's Popcorn Cakes, Wesson Chicken Sensations flavored
baking sauces, Healthy Choice chowders, Hunt's Choice Cut Diced
Tomatoes and Manwich Taco/Burrito Seasoning Sauces.
Three new acquisitions are excellent strategic fits and
expand our branded shelf-stable product offerings: Van Camp's
canned bean and Wolf Brand chili products, Chun King convenience
foods, and Knott's Berry Farm premium jams, jellies, preserves,
salad dressings, syrups and gift packs.
Hunt-Wesson's biggest business, Hunt's tomato products, had
a good year, helped by a strong foodservice performance and a
reduction in manufacturing costs. Strong volume increases were
achieved by both Healthy Choice and Hunt's spaghetti sauces.
Hunt's overall earnings were up substantially.
The Orville Redenbacher's popcorn business achieved a good
earnings increase. Volume growth slowed when a buy-one-get-one-
free promotion ended, but Reden*Budders Light made good gains. A
new popcorn plant in Indiana began production in fiscal 1995.
Swiss Miss and Snack Pack puddings had a good year with
strong volume and profit increases. The cocoa category and the
Swiss Miss cocoa business were hurt by an unusually warm winter.
Unit volumes and earnings declined, but Swiss Miss held its
market position. The La Choy and Rosarita/Gebhardt businesses
had increased earnings, helped by Rosarita's improved product mix
and the successful introduction of Rosarita No-Fat Refried Beans.
Healthy Choice soups had another excellent year with gains
in volumes, earnings and market position. Consumer response to
two new chowders, Chicken Corn Chowder and Clam Chowder, was
stronger than anticipated, and unit volumes were exceptional for
these new products.
Fiscal 1995 was a difficult year for the Wesson oils
business. Earnings declined, hurt by an erratic crude soybean
oil market driven by unexpectedly high foreign demand. Earnings
were down for the Peter Pan peanut butter business, but Peter
Pan's Smart Choice reduced-fat peanut butter gained good consumer
acceptance.
Hunt-Wesson's foodservice business had a good year, with
earnings well ahead of fiscal 1994's strong results. Two smaller
Hunt-Wesson businesses did exceptionally well: the international
business achieved an excellent increase, driven by the successful
introduction of Snack Pack puddings in Canada, and the topping
business grew strongly on volume increases and cost savings.
Golden Valley Microwave Foods is a leader in the development
of foods exclusively for preparation in microwave ovens.
Formerly part of ConAgra Diverified Products Companies, Golden
Valley became part of ConAgra Grocery Products Companies early in
fiscal 1996. The resulting closer association with the Orville
Redenbacher's business will allow us to take better advantage of
synergies between our two popcorn businesses.
Golden Valley's products include popcorn, french fries,
breakfast foods and sandwiches distributed through the vending
industry, mass merchandising outlets and grocery, drug and club
stores. The principal consumer brand is ACT II.
During fiscal 1995, Golden Valley earnings decreased
substantially. Unit volumes decreased slightly for both the
microwave popcorn category and our ACT II popcorn business. The
Golden Valley business is on track for better performance in
fiscal 1996.
Our frozen foods company, ConAgra Frozen Foods, is one of
the largest frozen food businesses in the United States. Sales
exceed $1 billion.
ConAgra Frozen Foods had another remarkable year, with
earnings up dramatically to a record level. Unit volumes were up
significantly.
The year was highlighted by another exceptional performance
by Healthy Choice, with substantial double-digit growth in unit
volumes and earnings. Consumers responded favorably to a
relaunched, better-tasting entree line with more convenient
packaging, and to product improvements and new flavors in the ice
cream line. Effective advertising, incorporating the "Eat What
You Like" theme, and strong promotions for all Healthy Choice
products contributed to the excellent performance by Healthy
Choice frozen products.
Fiscal 1995 was a good year for the Banquet product line,
with earnings well above the previous year. New Banquet Skinless
Fried Chicken was a hit with consumers, as were product
improvements in Pot Pies, Family Entrees and Boneless Chicken.
Earnings also increased for ConAgra Frozen Foods' specialty
brands group, which includes Kid Cuisine, Patio, Chun King and La
Choy frozen products.
New products introduced by ConAgra Frozen Foods include
Banquet Skinless Fried Chicken in Original and Honey Barbecue
flavors, Banquet Pasta Favorites, Healthy Choice "Special
Creations," indulgent flavors of low-fat ice cream in pints, and
three new Healthy Choice ethnic meals.
In the second quarter of fiscal 1995, ConAgra acquired MC
Retail Foods, and the Marie Callender's line of premium-quality
frozen foods became part of ConAgra Frozen Foods. Products
include a wide variety of frozen prepared meals, pot pies and
fruit cobblers. The Marie Callender's business made a good
earnings contribution in fiscal 1995 and is growing strongly.
Major organizational initiatives begun in fiscal 1995
position ConAgra Grocery Products Companies well for future
growth and continued industry leadership. A sales force
reorganization in progress as the year ended will eventually
double the company-employed direct sales force and enable ConAgra
Grocery Products to serve their retail customers much more
effectively. A new customer service center in Omaha, Nebraska,
is increasing efficiency by combining the "back room" support
services of the Hunt-Wesson companies and ConAgra Frozen Foods.
And, finally, ConAgra Grocery Products is making a substantial
investment in state-of-the-art information systems to support
their businesses.
We expect fiscal 1996 to be another good year for ConAgra
Grocery Products Companies. Innovative consumer products and
significant new investments in technology and improved data
systems will fuel continued success for these companies.
PRODUCT PHOTOS IN THIS SEGMENT: Reden*Budders White Cheddar,
Hunt's Snack Pack, Hunt's Ketchup, Healthy Choice Clam Chowder,
Act II Microwave Popcorn, Healthy Choice Ice Cream, Healthy
Choice Dinner, Banquet Skinless Fried Chicken, Marie Callender's
Pot Pie.
PHOTOS AND CUTLINES IN THIS SEGMENT:
Man in Grocery Store: ConAgra Grocery Products Companies is
dramatically increasing its in-store sales force to serve retail
customers more effectively and increase sales. Region sales
manager Ralph Bishop checks a product display in a Bellevue,
Washington grocery store.
Man in Laboratory: Golden Valley packaging technician Kevin
McFadden, at the Golden Valley research and development lab in
Eden Prairie, Minnesota, checks ACT II products for consistent
quality.
Man & Woman at Wesson plant: The Wesson refinery in Memphis,
Tennessee, has been recognized as a model of employer-employee
partnership by the Tennessee Department of Labor. Every employee
is part of a self-directed work team involved in managing the
business. In the photo, chief union steward Garland Payne talks
with team member Bettie Hobock.
DIVERSIFIED PRODUCTS
(PHOTO OF JIM WATKINS)
Cutline: Jim Watkins
President & Chief Operating Officer
ConAgra Diversified Products Companies
Strategic Focus
"A major strategic theme ties together our Diversified Products
businesses -- an international focus. Our people are skilled at
exporting products, building new business operations offshore and
growing with strong international customers. We plan to leverage
our international strengths and enter new markets in partnership
with customers."
- Jim Watkins
DIVERSIFIED PRODUCTS
ConAgra Diversified Products Companies include Lamb-Weston,
Arrow Industries, our seafood businesses, a pet products business
and a frozen microwave food business in the United Kingdom.
Lamb-Weston, Inc. is a leading processor of frozen potato
products, primarily french fries for foodservice markets. Lamb-
Weston supplies most of the leading restaurant chains and
foodservice distributors in the U.S. as well as in Europe and
Asia.
Early in fiscal 1995, ConAgra purchased from Universal Foods
Corporation a frozen potato products business with annual sales
of about $270 million. The business added needed production
capacity to help Lamb-Weston better serve customers. Lamb-Weston
is now a $1 billion sales business, including unconsolidated
joint ventures.
Lamb-Weston had an exceptional year, with earnings far above
plan and the previous year. Export demand was boosted by a
potato crop failure in Europe. An excellent U.S. potato crop
enabled Lamb-Weston to supply U.S. and international customers
with high-quality U.S. potato products. Volumes increased
dramatically as a result.
A European joint venture, formed early in the year by Lamb-
Weston to produce and distribute potato products throughout
Europe and the Middle East, made good progress. Responding to a
need identified by foodservice operators, Lamb-Weston
successfully introduced during the year a french fry with a
transparent coating that significantly enhances crispness and
holding quality.
For the second consecutive year, Lamb-Weston invested
millions of dollars in state-of-the-art wastewater treatment
technology at its potato processing plants. The Richland,
Washington plant became the first U.S. potato plant to install
the energy-efficient "carousel oxidation ditch" system that
returns the plant's potato processing wastewater to almost
drinking-water quality. Beginning in fiscal 1996, the water will
be returned to the Yakima River, benefiting the fish population
and the river flow. Lamb-Weston's technology is setting new
industry standards for wastewater treatment.
Arrow Industries, Inc. is a leading manufacturer and
national distributor of private label consumer products for the
grocery trade, principally supermarket retailers and wholesalers.
Products include dried beans, rice, popcorn, pepper and spices,
aluminum foil, plastic bags and wraps, flexible packaging, paper
plates and bags, vegetable oil, charcoal and lighter fluid.
Annual sales exceed $250 million.
A major increase in the price of resin, a vital raw material
for plastic products, made fiscal 1995 a challenging year for
Arrow. Earnings were well below plan and the previous year.
During the year, ConAgra company Klein-Berger's packaged
bean business was successfully combined with Arrow's bean
business, an investment that should pay off in fiscal 1996 and
subsequent years.
A charcoal joint venture in France was formed early in the
year, and initial results were promising. Arrow continued to
work with sister ConAgra companies to take advantage of packaging
and marketing synergies; for example, Arrow manufactured bags for
ConAgra Flour Milling Company during the year.
ConAgra's seafood businesses market a wide variety of
seafood products. They include ConAgra Shrimp Companies,
O'Donnell-Usen U.S.A., Usen Fisheries --- a Canadian joint
venture --- and the Gelazur seafood distribution business in
France. Early in fiscal 1996, ConAgra reduced its share in
Trident Seafood Corporation from 50 percent to 10 percent. Total
seafood sales, excluding the unconsolidated jointly owned
businesses Usen, Trident and Gelazur, are about $190 million.
Our seafood businesses had a good year in spite of a
volatile shrimp market and supply shortages of some varieties of
seafood. Overall earnings were up significantly.
Trident's earnings were well above plan and the previous
year. O'Donnell-Usen and Usen Fisheries' results were hurt by
resource shortages, but O'Donnell-Usen's improved results more
than offset Usen Fisheries' decline in earnings. O'Donnell-Usen
continued the transition of its branded products to a private
label seafood line, and results were promising. Gelazur also
improved results.
High shrimp prices hurt demand for shrimp products, but
ConAgra Shrimp Companies made good progress with their branded
Singleton business and several innovative new value-added
foodservice offerings. Earnings were slightly below the previous
year.
Earnings declined for our frozen food business in the U.K.
because of a capital investment in a new facility in Manchester,
England. The investment, however, gives us state-of-the-art
microwave technology in Europe and a European base for the
introduction of convenient new products.
Unit volumes in our pet products business were stable, but
earnings declined. The company made good progress by targeting
sales of their strongest products rather than full-line sales.
ConAgra Diversified Products Companies as a group increased
earnings substantially in fiscal 1995, led by Lamb-Weston's
strong performance. Fiscal 1996 should be a good year, but
earnings are likely to decline versus fiscal 1995 earnings
boosted by Europe's potato shortfall. These companies continue
to focus on international opportunities. During fiscal 1995, our
Diversified Products Companies achieved good volume growth in
Mexico, Canada, Europe and Russia.
PRODUCT PHOTOS CONTAINED IN THIS SEGMENT: Inland Valley Crinkle
Cut Fries, Arrow hardwood charcoal briquets, Singleton Breaded
Butterfly Shrimp, Aurelmar seafood product.
PHOTOS AND CUTLINES IN THIS SEGMENT:
French fry plant: Lamb-Weston's Hermiston, Oregon potato
processing plant produces one million pounds of potato products a
day.
REFRIGERATED FOODS
Refrigerated Foods' relatively modest 4.5-percent operating
profit increase masks excellent results in many segment
businesses including pork, beef, cheese and turkey. Operating
profit increased 20 percent excluding chicken products, a
business moved to the Refrigerated Foods Companies in fiscal
1995's second half. Segment sales decreased 2 percent primarily
because lower raw materials costs were passed through as lower
selling prices in meat products.
REFRIGERATED FOODS
2 Pie Charts:
1) Sales 56.0%
2) Operating Profit 32.2%
Copy:
Segment Sales (in millions)
1995 $13,509.5
1994 13,836.2
% Change - 2.4%
Segment Operating Profit (in millions)
1995 $ 416.4
1994 398.6
% Change + 4.5%
REFRIGERATED FOODS
(PHOTO OF LEE LOCHMANN)
Cutline: Lee Lochmann
President & Chief Operating Officer
ConAgra Refrigerated Foods Companies
Strategic Focus
"We have a huge opportunity to leverage our resources in
refrigerated foods. We are targeting the processes that make
significant differences in our businesses' results -- customer
service, transportation, support services and product
development. We also are increasing our focus on foodservice,
exports and byproducts. As we add value to our infrastructure,
we continue to add value to our products. Improved margins are
the payoff."
- Lee Lochmann
REFRIGERATED FOODS
ConAgra Refrigerated Foods Companies include our companies
that produce and market branded processed meats, deli meats, beef
and pork products, chicken and turkey products, lamb products and
cheese products. These companies share common distribution
characteristics and many synergistic opportunities among the
businesses and in the marketplace. We created "Refrigerated
Foods" in fiscal 1995, bringing together our red meat, processed
meat, poultry and cheese businesses to exploit these
opportunities.
Our processed meat brands include Armour, Swift Premium,
Eckrich, Butterball, Healthy Choice, Longmont, Cook's, Hebrew
National, Brown 'N Serve, Golden Star, Decker, Webber's, Falls
Poultry and National Deli. Products include hot dogs, bacon,
hams, sausages, cold cuts, turkey products and kosher products.
Processed meat sales, excluding turkey-based products are about
$1.7 billion annually.
New products introduced in fiscal 1995 include a 19-item
line of Butterball fat-free turkey-based processed meats
including lunch meats, smoked sausage and franks (the industry's
first complete line of fat-free turkey-based processed meats),
Healthy Choice Deli Thin Sliced Corned Beef and Deli Thin Sliced
Peppered Turkey Breast, Healthy Choice Deli Style Franks, Healthy
Choice Smoked Sausage, Healthy Choice Polska Kielbasa, Healthy
Choice Breakfast Sausage and Armour Premium Pork Loin and Pork
Roast products.
Overall processed meat earnings were below fiscal 1994's
strong level, mainly due to depressed results in one business.
Manufacturing problems at the kosher products business caused a
severe drop in earnings, but most of the issues are now behind
us.
Healthy Choice packaged and deli meats had another
extraordinary year, with double-digit growth in unit volumes.
Healthy Choice Franks reached the number three spot in hot dog
sales (dollars). Healthy Choice also helped the deli products
business achieve a substantial earnings gain. Fiscal 1996 should
be a successful year for the processed meat companies. We expect
an earnings increase.
ConAgra's fresh meat businesses produce and market beef,
pork and lamb products for customers in domestic and
international markets.
Annual sales of ConAgra's U.S.-based fresh meat companies
exceed $7 billion. In fiscal 1995, these companies processed
about 5.9 million head of cattle and over 9.5 million hogs.
Annually, these companies produce more than four billion pounds
of beef products and about 1.9 billion pounds of pork products.
We also have cattle feeding operations that supply less than 15
percent of the needs for our U.S. beef plants.
In addition to the U.S.-based meat businesses, ConAgra owns
approximately 91 percent of Australia Meat Holdings Pty Ltd.
(AMH), a major Australian beef processor and exporter
headquartered in Brisbane. AMH's annual production is about 900
million pounds of beef products; annual sales exceed $1 billion.
Our beef businesses had a good year, with earnings
substantially better than in fiscal 1994. Good livestock
availability was a plus, but our beef businesses also made good
progress in plant efficiencies and customer responsiveness.
Cattle feeding earnings, which generally run counter to
processing results, were down in the first half of the year, but
improved in the second half.
AMH's profit contribution declined in fiscal 1995, largely
due to more expensive cattle as a result of drought in Australia.
AMH also absorbed expenses related to labor issues not yet
resolved. The fiscal 1996 outlook is good, but tempered somewhat
by labor issues and the natural hedge that occurs when U.S. beef
is more competitively priced than Australian beef.
The fresh pork business had an excellent year, primarily due
to raw material availability, improved marketing and a strong
management focus on value-based procurement and production
efficiencies. The pork business expanded distribution of its
line of case-ready Armour Premium branded pork products, growth
that will continue in fiscal 1996.
We are investing substantial capital in our fresh meat
businesses to be more efficient in our plants and more effective
in the marketplace. In fiscal 1996 we plan continued earnings
growth in beef and good results in pork, though below fiscal 1995
due to tighter raw material supplies.
Beatrice Cheese Company is a producer and marketer of cheese
products and dessert toppings. Annual sales exceed $900 million.
Branded products include Healthy Choice fat-free cheese, Treasure
Cave blue cheese, County Line natural cheeses, Pauly cheeses for
foodservice markets and Reddi-Wip dessert toppings.
Fiscal 1995 was an excellent year for Beatrice Cheese, with
dramatically improved earnings and sharper focus on the strengths
of the business. A noncompetitive plant was closed, a strategic
acquisition was accomplished, and product mix was improved as
Beatrice Cheese emphasized processed and value-added cheese
products. Beatrice Cheese acquired Dorman Roth Foods, Inc., a
producer of cheese products, principally processed cheese
products for foodservice markets.
Cheese consumption in fiscal 1995 was up slightly, but the
fat-free segment of the market showed robust growth. Healthy
Choice fat-free cheese products were strong performers in the
marketplace during fiscal 1995, and Beatrice Cheese overall
volumes were up significantly. We expect that Beatrice Cheese
earnings will increase again in fiscal 1996.
Our chicken and turkey businesses are leading producers and
marketers of chicken and turkey products for retail and
foodservice markets. Principal chicken brands are Butterball,
Country Pride, Country Skillet, To-Ricos, Water Valley Foods and
Blue Coach. Principal turkey brands are Butterball and Longmont.
Our chicken products company had fiscal 1995 sales of more
than $1.5 billion. Our turkey products company had sales of more
than $600 million. Our broiler chicken production volume for the
year was about 1.6 billion dressed pounds. More than 600 million
pounds of turkey products were sold.
During fiscal 1995, demand for poultry products continued
strong, driven by generally good export markets (with Mexico as
the obvious exception) and increasing fast-food demand linked to
new product introductions.
Fiscal 1995 was a dismal year for our chicken products
business. ConAgra Poultry Company suffered from sluggish sales,
organizational issues and some production inefficiencies. The
major issues have been identified and are being resolved, and the
business is being restructured. We intend to improve performance
in fiscal 1996.
Bright spots in fiscal 1995 included expanded distribution
of the premium Butterball Chicken line of boneless and bone-in
products, improved earnings in our Puerto Rico chicken business,
and a strengthened management team for ConAgra Poultry.
Butterball Turkey Company, which includes the Butterball and
Longmont businesses, improved earnings substantially in fiscal
1995. Butterball improved market positions for some of their
best-selling turkey products, whole turkeys and cold cuts.
Efficiencies in the Butterball business also contributed to the
improved results. New Butterball turkey products introduced in
fiscal 1995 include a fully cooked half breast of turkey, a
complete holiday dinner and a line of fat-free fresh turkey
products.
Longmont increased volumes, but because this business
exports a significant portion of their products to Mexico,
earnings were hurt some by the devaluation of the peso. We
expect that our turkey businesses will increase earnings in
fiscal 1996, even if the economy in Mexico does not improve.
Country Skillet Catfish Company, ConAgra's joint venture
catfish products company, increased its earnings to a record
level, due to plant improvements and better balance of fish
supply and demand.
To improve focus on our core businesses, two of our
refrigerated foods businesses were sold during fiscal 1995:
Berliner & Marx produces and markets Plume de Veau veal products,
and ConAgra Consumer Direct included the Pfaelzer Brothers and
Ace catalog businesses. Early in fiscal 1996, the Alum Rock
Foodservice business, which distributes cheese products on the
West Coast, was sold.
Our refrigerated foods businesses have in progress promising
initiatives to take advantage of their total resources to tap the
synergies among the businesses. Infrastructure enhancements in
customer service, transportation, business processes, technology,
product development and support services are being aggressively
pursued. These enhancements, along with an increased focus on
foodservice, export markets and byproducts, are geared to
contribute meaningfully to earnings in future years. The
Refrigerated Foods Companies also are strategically focused on
adding value to their products, thereby improving their margins.
We expect these overall strategies and the initiatives of
the individual operating companies to result in earnings growth
for ConAgra Refrigerated Foods in fiscal 1996.
PRODUCT PHOTOS CONTAINED THROUGHOUT THIS SEGMENT INCLUDE:
Eckrich Lunch Makers, Healthy Choice Deli Thin Sliced Honey Ham,
Armour Boneless Pork Roast, Healthy Choice Fat Free Cheese,
Country Pride Chicken Breasts, Butterball cold cuts and Hebrew
National Beef Franks.
PHOTOS AND CUTLINES CONTAINED IN THIS SEGMENT INCLUDE:
Woman at Butterball plant: Packaging manager Trudy Bennett,
at the ConAgra Poultry processing plant in Farmerville,
Louisiana, makes sure Butterball products look good to consumers.
Two photos at ham plant: Self-managing teams of workers are
responsible and accountable for results at Armour Swift-Eckrich's
new Jonesboro, Arkansas meat processing plant. In the large
photo, line worker Dorothy Brodie and group coordinator Jerry
McCormick are producing Healthy Choice deli turkey.
Participating in an employee work team meeting, left to right,
are Gregory Young, Joanne Iwan, Joe Griffin, Jason Sitz and
Jennifer Pittman.
Man at computer: Monfort's computerized order fulfillment
system, the state of the art in customer service and
responsiveness, is an example of Refrigerated Foods' increasing
focus on improving their business processes. Monfort's Deon
Rojas works with the system at the Greeley, Colorado plant.
FOOD INPUTS & INGREDIENTS
Many businesses contributed to Food Inputs & Ingredients'
14.5 percent operating profit growth. They include the major
inputs business -- United Agri Products -- as well as specialty
grain products, feed ingredient merchandising, Caribbean
processing operations and the international fertilizer business.
The segment's 8-percent sales gain was sparked by volume growth
in United Agri Products and international fertilizer.
FOOD INPUTS & INGREDIENTS
2 Pie Charts:
1) Sales 24.1%
2) Operating Profit 19.1%
Copy:
Segment Sales (in millions)
1995 $5,799.8
1994 5,380.5
% Change + 7.8%
Segment Operating Profit (in millions)
1995 $ 246.7
1994 215.5
% Change + 14.5%
INPUTS
(PHOTO OF FLOYD MCKINNERNEY)
Cutline: Floyd McKinnerney
President & Chief Operating Officer
ConAgra Agri-Products Companies
Strategic Focus
"We are building on two principal strengths: distribution and
technology. We are expanding and leveraging our crop input
distribution systems by entering new U.S. and international
markets and by adding to our product mix. We are exploiting our
strong technology base to help our distribution businesses grow
and to develop promising new businesses and products for
agricultural and industrial markets."
- Floyd McKinnerney
INPUTS
CROP PROTECTION CHEMICALS AND FERTILIZER PRODUCTS
ConAgra Agri-Products Companies' major businesses provide
inputs -- crop protection chemicals, fertilizers and seeds --
that farmers need to grow their crops. ConAgra Agri-Products
Companies also include our specialty retailing businesses and our
participation in a number of developmental businesses.
United Agri Products (UAP) is the leading distributor of
crop protection chemicals to North American markets and a major
marketer of fertilizers. UAP serves customers in most major
agricultural areas of the U.S. and Canada. UAP distributes a
broad line of pesticides and fertilizers manufactured by major
chemical and fertilizer companies, formulates and distributes its
own products under the Clean Crop label, operates Cropmate retail
outlets in the Midwest and Louisiana, and markets animal health
care products. Annual sales are about $2.3 billion.
During fiscal 1995, UAP continued to grow its crop input
business across the U.S. and Canada, expanded on both coasts of
Mexico and in the U.K., and formed a joint venture in Chile that
will serve as a base for growth in South America. UAP also
achieved good growth in its seed distribution and horticultural
supply businesses, but divested a substantial portion of its
animal health business. The animal health business was
unprofitable in fiscal 1995.
The international fertilizer business became part of
ConAgra's Trading & Processing Companies at the beginning of
fiscal 1995. Blue Ribbon Energy, a small business that traded
propane and other energy-related products, ceased operations
during the year.
UAP continued to focus on providing environmental education
services to dealers and their customers to promote safe and
responsible use of agricultural chemicals. UAP also continued
its national leadership efforts to increase chemical container
recycling.
Fiscal 1995 was a good year for the crop inputs sector.
Growing conditions were favorable in most U.S. regions,
illustrated by good increases in corn and cotton acres planted,
up eight and four percent respectively.
UAP benefited along with U.S. farmers. With significant
growth in pesticide and fertilizer sales and earnings, UAP
achieved its twelfth consecutive year of record sales and
earnings.
The fiscal 1996 outlook for the crop protection chemical and
fertilizer businesses is guardedly optimistic. A cool, wet, late
spring in 1995 delayed early spring sales in the midwestern U.S.,
but UAP expected to recoup some of the lost volume later in the
season. Conditions outside the Midwest were better, and UAP's
geographic balance should help this company achieve another year
of increased earnings.
JOINT VENTURES
ConAgra Agri-Products Companies' joint ventures with DuPont
draw on renewable resource technology to develop innovative and
environmentally friendly products and solutions for agricultural
and industrial markets.
The largest joint ventures with DuPont, NutriBasics Company
and DuCoa, manufacture and market nutrient additives for animal
feeds. DuCoa also sells products to food and nutraceutical
markets. Earnings for NutriBasics and DuCoa increased in fiscal
1995.
ConAgra and DuPont also have a number of smaller joint
venture developmental companies with good growth potential for
the future. Enpac, for example, manufactures and markets packing
materials, including the leading biodegradable packing product on
the market. Biologics is developing natural antibody products
for use in the animal feed industry. Biotechnical Resources is a
research company and a specialist in fermentation that develops
new products involving biotechnology.
Some joint ventures already are operating profitably.
Overall results improved in fiscal 1995, and we expect strong
demand for several innovative new products in development by
these companies.
SPECIALTY RETAILING
ConAgra's specialty retailing businesses include 123 Country
General stores (operating under the names Country General,
Wheelers, S & S, Sandvig's, Peavey Ranch and Home, and
Anfinson's) and 93 fabric and craft stores (operating as
Northwest Fabrics & Crafts and Rainbow Bay Crafts).
Country General Stores carry merchandise targeted for
country living, including clothing, boots and other footwear,
housewares, lawn and garden supplies, farm and ranch supplies,
hardware, animal care products and sporting goods. Seven new
stores were opened during fiscal 1995; no stores were closed.
Country General's sales were up moderately in fiscal 1995,
but operating profit declined substantially. A generally tough
retail environment was further stressed by the unusually cool,
wet spring in the midwestern U.S., the location of more than half
of Country General's stores. Sales were down in a number of
major categories (lawn and garden, agricultural supplies, etc.)
as a result. Sales and earnings are expected to return to
traditional levels in fiscal 1996.
Northwest Fabrics & Crafts stores are complete fabric and
craft stores, and Rainbow Bay Crafts sell a full line of craft
items. No new fabric and craft stores opened during the year,
and four under-performing stores were closed.
Fiscal 1995 operating profit for the fabric and craft stores
was dramatically better than fiscal 1994's disappointing results.
Sales were about even year-to-year. The year's improvement in
operating profit was driven by better inventory and expense
control, more effective advertising and across-the-board
operating efficiencies. In fiscal 1996, several stores will be
closed, and we expect continued earnings improvement.
For much of fiscal 1995, our specialty retailing businesses
were for sale. Late in the year, however, after determining that
we could not reach an agreement in the best interest of ConAgra
stockholders, the businesses were taken off the market
indefinitely. Dyno Merchandise, Inc., a marketer of home sewing
accessories, was sold during the year.
FOOD INGREDIENTS
(PHOTO OF TOM MANUEL)
Cutline: Tom Manuel
President & Chief Operating Officer
ConAgra Trading and Processing Companies
Strategic Focus
"We're well down the road on our strategy of expanding beyond
traditional commodity trading and processing to provide value-
added food products and ingredients to our customers. We will
continue to make strategic investments in our basic commodity
businesses, to streamline our businesses and to strengthen our
management teams. And we will continue to aggressively develop
value-added products and seek acquisitions that support our
value-added growth strategy."
- Tom Manuel
FOOD INGREDIENTS
GRAIN PROCESSING
The businesses in this segment are involved primarily in the
processing, distribution or trading of ingredients for food
products and meat and poultry production.
ConAgra's grain processing businesses include flour milling
in the U.S., Canada and Puerto Rico; oat milling in the U.S.,
Canada and the United Kingdom; dry corn milling in the U.S. and
Germany; tortilla manufacturing in the U.S.; barley malting in
Australia, China, Denmark and the U.K.; specialty food ingredient
manufacturing and marketing in the U.S.; feed ingredient
merchandising in the U.S., Canada and Mexico; and animal feed
production and marketing in the U.S., Puerto Rico, Spain and
Portugal.
ConAgra Flour Milling is a leader in the U.S. flour milling
industry with 27 mills in 14 states and seven jointly owned
mills, three in the U.S. and four in Canada. Annual flour
volume, including the jointly owned mills, is about nine billion
pounds. Daily milling capacity is about 34 million pounds.
Fiscal 1995 was another challenging year for the flour
milling industry, with overcapacity for durum and soft wheat
milling, poor-quality wheat and new competitors in the industry.
ConAgra Flour Milling's results were hurt primarily by the
overcapacity in durum wheat milling, a weak market for durum
semolina and a poor performance in Canada. Earnings were below
plan and fiscal 1994. During fiscal 1995, ConAgra Flour Milling
completed a major expansion at a Pennsylvania mill and
restructured its operation. The business is now organized
regionally to enhance customer service and responsiveness. We
expect stronger earnings in fiscal 1996.
ConAgra Specialty Grain Products Company includes the oat
milling, dry corn milling and barley malting businesses, and Casa
de Oro Foods, a manufacturer of wheat flour tortillas for retail
and foodservice customers. During fiscal 1995, ConAgra Specialty
Grain expanded the tortilla business and added further-processing
capacity in its major U.S. oat mill. ConAgra Specialty Grain's
joint venture in China purchased a malting plant in China, signed
long-term contracts with brewers and plans further expansion.
ConAgra Specialty Grain had a good year in fiscal 1995, with
earnings substantially above plan and the previous year. The
good results were led by the tortilla, oat products and dry corn
products businesses. The malting business operated well above
plan, but below the previous year's strong results.
We expect lower earnings in fiscal 1996 for the Specialty
Grain businesses, mainly because the malting business will be
adversely affected by a severe drought and the resulting barley
shortage in Australia. During fiscal 1996, ConAgra Specialty
Grain will begin operating its joint venture barley malting plant
now being constructed in Denmark. The joint venture partner,
Carlsberg, will buy a portion of the plant's output for use in
their brewing activities in Denmark.
Our feed ingredient merchandising business had an
outstanding year, with good volume and earnings growth, aided by
volatile markets. Earnings increased in our processing
businesses in Spain and Portugal, helped by a good performance in
the feed businesses.
In fiscal 1995, our grain processing business in Puerto Rico
was restructured, and progress was made in a labor dispute. We
plan to invest significant capital in fiscal 1996 to further
improve our milling operations in Puerto Rico.
United Specialty Food Ingredients Companies manufacture and
market a broad line of natural spices, blending seasonings,
natural flavors, spray-dried food ingredients, meat-flavored
sauces, gravies and soup bases, food oils, lard and processed
eggs. Fiscal 1995 was the first full year that Cal-Compack, a
food ingredient business formerly part of Hunt-Wesson, was part
of United Specialty Food Ingredients. Excluding Cal-Compack,
United Specialty Food Ingredients' earnings were at a record
level, led by good results in the specialty distribution and
spice businesses. Due to Cal-Compack's poor results, however,
earnings declined for United Specialty Food Ingredients.
Total grain processing earnings increased in fiscal 1995.
We expect another increase in fiscal 1996.
DISTRIBUTION AND TRADING
ConAgra's distribution and trading businesses, which
primarily move food and feed ingredients from areas of surplus to
areas of need, include offices in 14 nations and extensive
merchandising facilities and transportation assets in the United
States.
Major businesses and their primary products are Peavey Grain
Company (grain) and Klein-Berger Company (pulses -- dry edible
beans, peas and lentils). The International Group's businesses
include international fertilizer trading, the Australian wool
business, a soybean crushing business in Argentina and European
commodity trading.
We are streamlining the distribution and trading businesses
to concentrate on core businesses with promising growth
prospects. During fiscal 1995, we sold Geldermann, Inc., a
financial services business, and a wood trading business, and
exited the dried fruit and nut trading business. Early in fiscal
1996, we sold Petrosul International Ltd., a Canadian sulfur
business.
ConAgra's distribution and trading companies in total
increased earnings significantly in fiscal 1995. Decreases in
grain merchandising and the pulse business were more than offset
by gains in the International Group.
The largest business, Peavey Grain Company, operated below
plan and the previous year. Grain trading results were
unsatisfactory, hurt in part by a slow export market in the first
half of fiscal 1995. The poor grain trading results were
somewhat offset by good results in Peavey's barge business,
thanks to strong demand and fewer industry barges. Peavey
management has been strengthened, the business has been
restructured, and we expect better results in fiscal 1996.
Klein-Berger's earnings decreased, hurt by an oversupply of
U.S. edible beans and, late in the year, by wet weather in
Michigan where the company has a farm supply business.
The International Group had an outstanding year, despite
losses associated with closing the dried fruit and nut trading
business. The strongest results were turned in by the
international fertilizer trading business, which benefited from
increases in planted acres in the Western Hemisphere and very
strong Asian demand. Earnings increased for the sulfur business,
the Australian wool business and the soybean crushing business.
We expect another earnings increase for our distribution and
trading businesses in fiscal 1996. And we are optimistic about
the long-term prospects for these businesses as global demand
surges and trade barriers come down.
PRODUCT PHOTOS CONTAINED THROUGHOUT THIS SEGMENT INCLUDE:
dyna-gro Cottonseed, April 1995 CPM Magazine cover, Country
General logo, Northwest Fabrics & Crafts logo, ConAgra Buccaneer
Bakers Flour, Amapola Corn Meal and Jack Rabbit medium grain
rice.
PHOTOS AND CUTLINES CONTAINED IN THIS SEGMENT INCLUDE:
Satellite disk and barn: United Agri Products' "AgraLink"
program links UAP, growers and dealers by phone, satellite and
direct mail. AgraLink offers growers services from agronomic
consulting to financial management -- and provides UAP and
dealers with vital customer information. UAP's CPM magazine,
which focuses on the safe, effective use of crop protection
chemicals, is the nation's first satellite-delivered ag magazine.
Farmer in corn field: UAP California's Chuck Repking checks
the corn crop in Imperial Valley, California, for insect damage.
Lady at tortilla plant: Packaging line employee Lan Nguyen,
in Casa de Oro Foods' pilot plant in Omaha, Nebraska, makes sure
tortillas meet customer specifications.
Two photos of the Kalama elevator: On a typical day, 1.4
million bushels of corn are exported from ConAgra Grain's export
elevator at Kalama, Washington. In the larger photo, a ship is
being loaded with corn at the Kalama elevator.
CORPORATE CITIZENSHIP
ConAgra is strongly committed to good corporate citizenship
in the communities where our employees work and live. We aim to
have a lasting, positive impact on the quality of life in these
communities and, as our focus on sustainable development
illustrates, on the broader "global" community we all share.
1995 CONAGRA FOUNDATION COMMUNITY SERVICE AWARDS
ConAgra independent operating companies nominate
organizations for these awards, which this year ranged from
$10,000 to $25,000. Winners are selected for their outstanding
achievements and leadership in their communities. In 1995, 16
organizations in 12 ConAgra communities shared $250,000 as
winners of annual ConAgra Foundation Community Service Awards.
We feature three of the winners on this page.
Photo cutlines:
The ConAgra Foundation Community Service Award given to A
Woman's Place in Greeley, Colorado, is being used to provide
parenting assistance for mothers who are the victims of
domestic violence. ConAgran Paul Gentle, cash finance
manager for United Agri Products Companies in Greeley, is
treasurer of the board of directors for A Woman's Place.
Vietnamese Social Services of Minnesota is using the award
money to help fund programs for the Vietnamese Community in
Minnesota. ConAgran Joel Krueger, employee relations
supervisor at Golden Valley Microwave Foods in Edina,
Minnesota, helps place Vietnamese refugees in jobs at Golden
Valley. He also works with them on job application and
interview skills.
The award to the Anaheim Family YMCA in Anaheim, California,
is providing child care subsidies for low-income families
and partially funding a therapeutic aquatics program for
low-income seniors. ConAgran Kay Carpenter, manager of
corporate communications at Hunt-Wesson, serves on the board
of the Anaheim Family YMCA and is one of the many Hunt-
Wesson volunteers for this organization.
SUSTAINABLE DEVELOPMENT
ConAgra is committed to an environmental policy known as
sustainable development. Sustainable development is defined as
"development that meets the needs of today without compromising
the ability of future generations to meet their own needs." We
illustrate here two examples of ConAgra's sustainable development
commitment, one a charitable program and one an initiative of a
ConAgra independent operating company.
Photo cutlines:
A $262,500 ConAgra Foundation grant to The Nature
Conservancy is funding a five-year demonstration project
designed to show how crop production, wildlife habitat and
clean water can coexist. The project site is a 174-acre
farm along the Platte River in central Nebraska, an area
that is a major roost site for sandhill cranes. The
Nebraska Environmental Trust is a co-funder of the project,
which is a joint effort of the Conservancy and the
University of Nebraska.
ConAgra company Lamb-Weston is setting industry standards
for wastewater treatment. Lamb-Weston's Richland,
Washington plant turns potato processing wastewater into
clean water for crop irrigation. A new system at the plant
will allow water to be cleaned then returned to the Yakima
River, benefiting the fish population and the river flow.
Bryan Taylor, Lamb-Weston product manager, is shown in the
photo.
SALES & OPERATING PROFIT BY SEGMENT
Dollars in millions
-------------------------------------------------------------------------------
Fiscal Year 1995 1994 1993 1992 1991
-------------------------------------------------------------------------------
GROCERY/DIVERSIFIED PRODUCTS
Sales $ 4,799.6 $ 4,295.4 $ 4,103.6 $ 4,140.0 $ 3,732.4
Percent of
total 19.9% 18.3% 19.1% 19.5% 18.5%
Operating profit 629.9 526.4 477.5 412.5 440.5
Percent of
total 48.7% 46.1% 45.4% 39.3% 44.7%
-------------------------------------------------------------------------------
REFRIGERATED FOODS
Sales $13,509.5 $13,836.2 $12,408.6 $12,098.1 $12,055.7
Percent of
total 56.0% 58.8% 57.6% 57.0% 59.7%
Operating profit 416.4 398.6 354.1 402.8 343.0
Percent of
total 32.2% 35.0% 33.7% 38.3% 34.8%
-------------------------------------------------------------------------------
FOOD INPUTS & INGREDIENTS
Sales $ 5,799.8 $ 5,380.6 $ 5,006.9 $ 4,980.9 $ 4,389.3
Percent of
total 24.1% 22.9% 23.3% 23.5% 21.8%
Operating profit 246.7 215.5 219.4 235.1 202.5
Percent of
total 19.1% 18.9% 20.9% 22.4% 20.5%
-------------------------------------------------------------------------------
TOTAL
Sales $24,108.9 $23,512.2 $21,519.1 $21,219.0 $20,177.4
Operating profit* 1,293.0 1,140.5 1,051.0 1,050.4 986.0
Interest expense 258.1 239.6 246.4 302.0 290.2
General corporate
expense** 137.6 107.5 101.5 89.3 83.1
Goodwill
amortization 71.4 73.4 71.7 71.4 56.0
________ _________ __________ ________ _________
Income before
income taxes $ 825.9 $ 720.0 $ 631.4 $ 587.7 $ 556.7
-------------------------------------------------------------------------------
New Segments in Fiscal 1995: Beginning with our reporting of fiscal 1995
results, we have revised our industry segments to portray better ConAgra's
business mix and balance. The "Grocery/Diversified Products" and "Refrigerated
Foods" segments were in past years combined as the "Prepared Foods" segment.
The new "Food Inputs & Ingredients" segment combines two past segments: "Agri-
Products" and "Trading & Processing."
* Operating profit is profit before interest expense (except financial
businesses), goodwill amortization, general corporate expense and income taxes.
** The increase in fiscal 1995 general corporate expense reflects the
distributions on a subsidiary's preferred securities issued in April and June
1994 and February 1995.
ELEVEN-YEAR RESULTS
Five-year results, shown first, include restatements in prior years.* Eleven-
year results are shown as actually reported in all years.
Dollars in millions except per share amounts
_______________________________________________________________________________
Fiscal Year 1995 1994 1993 1992 1991
______________________________________________________________________________
FOR THE YEAR (Restated)
Net sales $24,108.9 $23,512.2 $21,519.1 $21,219.0 $20,177.4
Income from
continuing
operations (1) 495.6 437.1 391.5 372.4 332.0
Earnings per
common and common
equivalent share -
continuing
operations (1) $2.06 $1.81 $1.58 $1.50 $1.42
Cash dividends
declared per
share of common
stock $.803 $.695 $.600 $.520 $.445
AT YEAR END (Restated)
Total assets $10,801.0 $10,721.8 $ 9,988.7 $ 9,758.7 $9,852.4
Senior long-term
debt (noncurrent) 1,770.0 1,440.8 1,393.2 1,694.4 1,886.8
Subordinated long-
term debt
(noncurrent) 750.0 766.0 766.0 430.0 430.0
Preferred securities of
subsidiary company 525.0 100.0 -- -- --
Redeemable
preferred stock 354.9 355.6 355.9 356.0 356.1
(1) 1993 amounts are before a one-time cumulative effect of change in
accounting for nonpension postretirement benefits.
ELEVEN-YEAR RESULTS
-------------------------------------------------------------------------------
Fiscal Year 1995 1994 1993 1992 1991
-------------------------------------------------------------------------------
FOR THE YEAR (As actually reported)
Net sales $24,108.9 $23,512.2 $21,519.1 $21,219.0 $19,504.7
Equity in earnings of
affiliates 3.4 5.2 25.4 17.5 23.6
Income from continuing
operations before
income taxes and
cumulative effect of
change in accounting
principle 825.9 720.0 631.4 587.7 515.2
After-tax income from
continuing operations and
before cumulative effect
of change in accounting
principle 495.6 437.1 391.5 372.4 311.2
Net income 495.6 437.1 270.3 372.4 311.2
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $2.06 $1.81 $1.58 $1.50 $1.42
Net income $2.06 $1.81 $1.06 $1.50 $1.42
Cash dividends declared
per share of common stock $.803 $.695 $.600 $.520 $.445
Market price per share
of common stock
High $34.50 $29.38 $34.25 $36.25 $32.50
Low $28.25 $23.00 $22.75 $24.50 $19.67
Last $32.25 $28.50 $25.13 $25.88 $30.33
Weighted average number
of common and common
equivalent shares out-
standing (in millions) 229.0 228.5 233.0 231.9 205.3
Additions to property,
plant and equipment,
including acquisitions $557.2 $498.6 $392.7 $378.9 $1,159.9
Depreciation and
amortization 375.8 368.4 348.7 319.3 250.8
-------------------------------------------------------------------------------
Fiscal Year 1995 1994 1993 1992 1991
-------------------------------------------------------------------------------
AT YEAR END (As actually reported)
Total assets $10,801.0 $10,721.8 $ 9,988.7 $9,758.7 $9,420.3
Current assets 5,140.2 5,143.3 4,486.7 4,371.2 4,342.9
Current liabilities 3,964.9 4,752.8 4,272.6 4,081.3 4,087.4
Working capital 1,175.3 390.5 214.1 289.9 255.5
Property, plant and
equipment, net 2,796.0 2,586.3 2,388.2 2,276.8 1,941.5
Capital investment 6,836.1 5,969.0 5,716.1 5,677.4 5,332.9
Senior long-term debt
(noncurrent) 1,770.0 1,440.8 1,393.2 1,694.4 1,663.0
Subordinated long-term
debt (noncurrent) 750.0 766.0 766.0 430.0 430.0
Preferred securities of
subsidiary company 525.0 100.0 -- -- --
Redeemable preferred
stock 354.9 355.6 355.9 356.0 356.1
Common stockholders'
equity 2,495.4 2,226.9 2,054.5 2,232.3 1,817.4
Stockholders' equity
(all classes) 2,850.3 2,582.5 2,410.4 2,588.3 2,173.5
Common stockholders'
equity per share $11.03 $9.86 $9.02 $9.62 $8.67
ELEVEN-YEAR RESULTS (CONT.)
-------------------------------------------------------------------------------
Fiscal Year 1990 1989 1988 1987 1986 1985
-------------------------------------------------------------------------------
FOR THE YEAR (As actually reported)
Net sales $15,501.2 $11,340.4 $9,475.0 $ 9,001.6 $ 5,911.0 $ 5,498.2
Equity in earnings
of affiliates 18.1 -- 10.5 2.8 3.1 1.9
Income from continuing
operations before
income taxes and
cumulative effect of
change in accounting
principle 356.9 312.2 240.1 271.5 180.3 151.6
After-tax income from
continuing operations
and before cumulative
effect of change in
accounting principle 231.7 197.9 154.7 148.7 105.3 91.7
Net income 231.7 197.9 154.7 148.7 105.3 91.7
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $1.25 $1.09 $.86 $.82 $.68 $.59
Net income $1.25 $1.09 $.86 $.82 $.68 $.59
Cash dividends declared
per share of common
stock $.385 $.331 $.288 $.249 $.215 $.187
Market price per share
of common stock
High $21.25 $15.89 $16.89 $15.11 $12.47 $7.64
Low $14.11 $12.00 $9.28 $11.03 $7.55 $5.04
Last $20.50 $15.22 $12.33 $11.89 $12.39 $7.55
Weighted average
number of common and
common equivalent
shares outstanding
(in millions) 184.8 180.8 178.2 179.0 152.7 151.9
Additions to property,
plant and equipment,
including
acquisitions $349.3 $241.1 $196.3 $178.3 $112.4 $97.5
Depreciation and
amortization 129.7 101.7 89.5 77.4 53.6 45.9
-------------------------------------------------------------------------------
Fiscal Year 1990 1989 1988 1987 1986 1985
-------------------------------------------------------------------------------
AT YEAR END (As actually reported)
Total assets $4,804.2 $4,278.2 $3,042.9 $2,482.5 $1,819.7 $1,547.1
Current assets 3,347.7 3,160.4 2,076.2 1,707.1 1,283.5 1,062.9
Current
liabilities 2,967.5 2,651.5 1,636.1 1,236.6 926.2 755.3
Working capital 380.2 508.9 440.1 470.5 357.3 307.6
Property, plant and
equipment, net 1,034.7 825.5 696.1 601.9 427.1 373.8
Capital investment 1,836.7 1,626.7 1,406.8 1,245.9 893.5 791.9
Senior long-term
debt (noncurrent) 605.4 530.1 489.9 428.7 309.0 261.9
Subordinated long-term
debt (noncurrent) 30.0 30.0 -- -- -- --
Preferred securities of
subsidiary company -- -- -- -- -- --
Redeemable preferred
stock 2.2 8.7 9.6 13.3 14.2 23.6
Common stockholders'
equity 1,095.8 949.5 814.4 722.5 510.5 458.3
Stockholders' equity
(all classes) 1,098.0 958.2 824.0 735.8 524.8 481.8
Common stockholders'
equity per share $5.95 $5.25 $4.64 $4.12 $3.43 $3.07
*In the five-year table: Fiscal year 1991 was restated in fiscal 1992 to
reflect the merger with Golden Valley Microwave Foods, Inc. which was accounted
for as a pooling of interests.
Per share results reflect the following common stock splits: three-for-two in
1979, two-for-one in 1980, three-for-two in 1984, two-for-one in 1986, three-
for-two in 1989 and three-for-two in 1991 (calendar years).
MANAGEMENT'S DISCUSSION & ANALYSIS
INTRODUCTION
Our objective here is to help stockholders understand
management's views on ConAgra's financial condition and results
of operations. This discussion should be read in conjunction
with the financial statements and the notes to the financial
statements. Unless otherwise indicated, years (1994, 1995, etc.)
in this discussion refer to ConAgra's May-ending fiscal years.
FINANCIAL CONDITION
Capital Resources
ConAgra's earnings are generated principally from its
capital investment, which consists of working capital (current
assets less current liabilities) plus all noncurrent assets.
Capital investment is financed with stockholders' equity, long-
term debt and other noncurrent liabilities.
Capital Investment
Dollars in millions
1995 1994 % Change
-------- -------- --------
Working capital $1,175.3 $ 390.5 201%
-------- --------
Property, plant & equipment, net 2,796.0 2,586.3 8
Intangible assets 2,420.1 2,626.4 (8)
Other noncurrent assets 444.7 365.8 22
------------------------------------------------------
Total noncurrent assets 5,660.8 5,578.5 1
------------------------------------------------------
Capital investment $6,836.1 $5,969.0 15
===============================================================
During 1995, capital investment increased 15% as increases
in working capital, property, plant and equipment and other
noncurrent assets more than offset a decrease in intangible
assets.
Working capital increased $785 million. This increase will
be used for, among other things, financing of the company's stock
repurchasing program, which will fund the anticipated call and
conversion of its Class E preferred stock in 1996, as more fully
explained in the following sections.
ConAgra invested $428 million in property, plant and
equipment in 1995 and $395 million in 1994. In addition, ConAgra
invested $379 million to acquire businesses in 1995 versus $61
million in 1994. Property, plant and equipment including
acquisitions and divestitures, net of depreciation expense,
increased $210 million in 1995. In 1996, ConAgra expects to
invest about $550 million in additions to property, plant and
equipment of present businesses. The additions accomplished in
1995 and planned for 1996 are broadly based investments in
modernization, efficiency and capacity expansion; no single
project accounts for a major share of the total additions.
Intangible assets include approximately $1.9 billion of
goodwill associated with ConAgra's acquisition of Beatrice
Company in 1991. The net decrease of $206 million in intangible
assets during 1995 resulted mainly from a reduction of Beatrice-
related goodwill (see Financial Statements Note 13).
This goodwill represents valuable assets such as respected
brands with significant marketplace acceptance. Over time, the
assets are amortized and decline from an accounting standpoint.
However, we invest on an expense-as-you-go basis to maintain and
enhance the value of these assets. Consequently, the non-cash
provision for goodwill amortization is a source of cash that can
be used for any corporate purpose such as internal investment,
acquisitions and dividends.
In that respect, goodwill amortization is similar to net
income -- it provides "decision cash." It amounted to $71
million in 1995 and $74 million in 1994, equal to 14% and 17% of
net income. Goodwill amortization decreased in 1995 due to the
reduction of Beatrice-related goodwill.
On the other hand, depreciation of fixed assets is primarily
a source of "replenishment cash" -- cash generally needed to
repair and replace assets and maintain a going concern.
Depreciation expense was $289 million in 1995 and $276 million in
1994.
Cash from net income plus goodwill amortization -- what we
call "cash earnings" -- is the primary funding source for growing
ConAgra's capital investment and earning power over the long
term. That is why we focus on cash earnings in our internal
return on equity objective shown on page 4 of this report. In
1995, cash earnings totaled $567 million, up 11% from $511
million in 1994.
We do not intend that cash earnings replace net income as
reported in our financial statements, and cash earnings may not
be a reliable measure of liquidity or cash generated by
operations. Furthermore, there is no broadly accepted definition
of cash earnings, and ConAgra's definition may not be comparable
to similarly titled measures used by other companies.
ConAgra financed its capital investment as shown in the
"Capitalization" table.
Capitalization
Dollars in millions
1995 1994 % Change
-------- -------- --------
Senior long-term debt $1,770.0 $1,440.8 23%
Other noncurrent liabilities 940.8 1,079.7 (13)
Subordinated long-term debt 750.0 766.0 (2)
Subsidiary's preferred securities 525.0 100.0 425
Preferred stockholders' equity 354.9 355.6 --
Common stockholders' equity 2,495.4 2,226.9 12
-------- --------
Total capitalization $6,836.1 $5,969.0 15
======== ========
In 1995, senior long-term debt increased $329 million
because short-term borrowings backed by long-term credit
agreements and classified as long-term increased $385 million
while other senior debt decreased.
In 1995, subsidiary's preferred securities increased $425
million because ConAgra Capital, L.C., an indirectly controlled
subsidiary of ConAgra, Inc., issued $425 million of preferred
securities. The proceeds were loaned to ConAgra and used for
general corporate purposes.
Other noncurrent liabilities consist of estimated
postretirement health care and pension benefits and reserves for
estimated income tax, legal and environmental liabilities
Beatrice Company incurred before its acquisition by ConAgra.
Other noncurrent liabilities decreased $139 million mainly
because certain disputed tax liabilities were resolved with the
Internal Revenue Service (see Financial Statements Note 13). It
will require many years to resolve remaining issues related to
the Beatrice liabilities. Resolution over time will use cash,
but is not expected to affect earnings adversely because ConAgra
believes reserves are adequate.
Preferred stockholders' equity consists almost entirely of
ConAgra's Class E $25 cumulative convertible preferred stock.
The Class E preferred stock is initially callable on August 14,
1995 at $25.48 per share. ConAgra has indicated it intends to
call some or all of the Class E preferred stock during calendar
year 1995, subject to market conditions and approval by ConAgra's
board of directors.
If the conversion value exceeds $25.48, as currently is the
case, ConAgra expects that calling the preferred stock will cause
its holders to convert the preferred stock to ConAgra common
stock. The 14.2 million shares of preferred stock are
convertible to 14.4 million shares of common stock.
In February 1995, ConAgra's board of directors authorized
management to purchase up to 25 million shares of ConAgra common
stock over time on the open market. Subsequently during fiscal
1995, ConAgra purchased and placed in treasury stock 3.6 million
common shares at a cost of $118 million. In total during
calendar 1995, ConAgra intends to purchase at least enough common
shares to cover the anticipated conversion of the Class E
preferred stock. ConAgra expects that purchasing these common
shares and converting the Class E preferred stock will not
materially affect fiscal 1996 earnings per share.
Common stockholders' equity increased $269 million in 1995
mainly because net income exceeded cash dividends declared ($206
million) and the cost of shares purchased on the open market.
Financing Objectives
ConAgra's primary financing objective is to maintain a
conservative balance sheet. We define this as using appropriate
levels of equity and long-term debt to finance noncurrent assets
and permanent working capital needs. Short-term debt is used to
finance liquid and seasonal asset requirements.
ConAgra conducts its financing through its corporate
treasury department. Previously, ConAgra's food businesses and
financial businesses were financed separately. However, as a
result of the sale of Geldermann, Inc. in 1995 and cost
considerations, the corporate treasury department now handles
financing for all of ConAgra's businesses.
ConAgra's long-term and short-term debt objectives and
results are shown, as usual, with ConAgra's other financial
objectives and results on pages 4 and 5 of our annual report.
ConAgra met its long-term debt objective every year from 1976
through 1995, except 1991 and 1992 when we temporarily exceeded
our self-imposed long-term debt limitation due to the Beatrice
acquisition. ConAgra has met its short-term debt objective for
the past 20 years.
ConAgra has access to a wide variety of financing markets.
Public debt offerings and private debt placements provide long-
term financing. At the end of 1995, ConAgra's senior debt
ratings were BBB+ (Duff & Phelps), Baa1 (Moody's) and BBB
(Standard & Poor's), all investment grade ratings.
Sale of commercial paper and bank financing provide short-
term credit. Commercial paper borrowings are backed by multiyear
bank credit facilities. During 1995, short-term borrowing
continued at interest rates significantly below the prime rate.
Short-term debt averaged $2.31 billion in 1995 compared to $2.49
billion in 1994.
ConAgra's use of operating leases in its financing
activities emphasizes cancelable leases, particularly for
transportation equipment. In 1995, cancelable lease expense
increased $17 million to $119 million, and noncancelable lease
expense decreased $15 million to $115 million.
To maintain a conservative financial position, ConAgra
focuses on cash flow as well as its balance sheet. ConAgra's
plans incorporate cash flow sufficient to meet financing
obligations, maintain plants and pay stockholder dividends even
if a severe and unexpected decline in earnings occurs. This
measure of cash-flow adequacy provides an effective tool for
managing the company's leverage.
Asset Liquidity and Commodity Risk Management
ConAgra operates across the food chain, from basic
agricultural inputs to production and sale of branded consumer
products. As a result, ConAgra uses many different raw
materials, the bulk of which are commodities. Raw materials are
generally available from several different sources, and ConAgra
presently believes that it can obtain these as needed.
Commodities are subject to price fluctuations which create
price risk. Generally, it is ConAgra's intent to hedge
commodities in order to mitigate this price risk. While this may
tend to limit the company's ability to participate in gains from
commodity price fluctuations, it also tends to reduce the risk of
loss from changes in commodity prices.
Commodity price risk can be hedged by selling the end
product at acceptable fixed prices to credit-worthy customers, or
by buying or selling offsetting futures or options contracts on
established commodity exchanges. The particular hedging methods
employed by ConAgra depend on a number of factors, including
availability of appropriate derivative contracts. At the end of
1995, 29% of ConAgra's total inventory was classified as "hedged
commodity inventory."
ConAgra's board of directors has established policies which
limit the amount of unhedged commodity inventory permissible for
ConAgra's independent operating companies. Processing company
limits are expressed in terms of weeks of commodity usage.
Trading businesses are generally limited to a dollar risk
exposure stated in relation to equity capital.
ConAgra monitors its commodity positions on a daily basis
through the use of a companywide computer system. This system
compares commodity positions with unhedged commodity limits
established for its independent operating companies. The senior
vice president and risk officer monitors these positions and
reports compliance to the board of directors. ConAgra's total
unhedged positions were well below established corporate limits
for 1993 through 1995.
Many of ConAgra's businesses are current asset intensive.
Inventory and accounts receivable were 1.7 times property, plant
and equipment at the end of 1994 and 1995. The seasonal nature
and liquidity of ConAgra's current asset investments explain the
company's significant use of short-term debt and emphasis on
repaying short-term debt at year end.
ConAgra's reported net sales understate the degree to which
current assets turn over during the year. For 1995, total sales
invoiced to customers were approximately $29.0 billion versus
$24.1 billion reported net sales. This is because grain and feed
ingredient merchandising transactions include only gross margins
in reported sales.
ConAgra's current ratio (current assets divided by current
liabilities) was 1.30 to 1 at the end of 1995 and 1.08 to 1 at
the end of 1994. The higher-than-normal current ratio at the end
of 1995 reflects expected cash needs to repurchase common stock
in anticipation of conversion of the Class E preferred stock
during 1996.
ConAgra's consolidated current ratio is a composite of
various current ratios appropriate for our individual businesses.
We focus more on appropriate use of short-term debt and trade
credit financing than on the absolute level of our current ratio.
Many of ConAgra's businesses are able to generate substantial
trade credit which does not result in financing costs.
OPERATING RESULTS
Operating results for ConAgra's industry segments and
individual businesses were discussed extensively in the Business
Review on pages 8 to 23 in this report. See pages 4 and 5 for a
review of ConAgra's financial objectives and results. The
discussion in this section addresses ConAgra's consolidated
operating results shown in the Consolidated Statements of
Earnings.
Net sales increased 2.5% in 1995 to $24.1 billion and 9.3%
in 1994 to $23.5 billion.
Businesses contributing to the 1995 sales increase included
crop protection chemicals and fertilizer, potato products, frozen
foods, cheese products, shelf-stable foods and grain processing.
The net effect of businesses acquired in 1995 and businesses
divested or discontinued in 1995 was additive to sales by more
than $150 million. Sales decreased in meat and poultry
businesses as lower selling prices, mainly due to passing through
lower raw material costs, reduced sales by approximately $400
million.
As of the beginning of 1994, ConAgra increased its
investment in Australia Meat Holdings Pty Ltd. (AMH) from 50% to
approximately 91% and accounted for AMH as a consolidated holding
in 1994 versus an investment in affiliate in 1993. Consolidating
AMH's results accounted for more than half of ConAgra's sales
increase in 1994. Other businesses contributing to the 1994
sales increase included U.S. beef products, crop protection
chemicals and fertilizer, potato products, grain processing,
frozen foods, chicken products, shelf-stable foods and processed
meats, in part due to an acquisition during 1993. Sales decreases
in 1994 included pork products, affected by a plant closing, and
grain merchandising.
In 1995, gross margin (net sales minus cost of goods sold)
increased $270 million or 8.8%. Gross margin as a percent of net
sales increased to 13.8% in 1995 from 13.0% in 1994 due to margin
improvement in a number of businesses including frozen foods,
shelf-stable foods, potato products, beef and pork products and
crop protection chemicals and fertilizer. In 1994, gross margin
increased $181.3 million or 6.3%. Gross margin as a percent of
net sales decreased to 13.0% in 1994 from 13.4% in 1993 primarily
due to AMH's lower relative gross margin. Excluding AMH, the
ratio was virtually unchanged.
Selling, administrative and general expenses increased $139
million or 6.6% in 1995 and $77 million or 3.8% in 1994.
Selling, administrative and general expenses as a percent of net
sales was 9.2% in 1995, 8.9% in 1994 and 9.4% in 1993. The
higher ratio in 1995 reflects higher relative spending by a
variety of businesses, distributions on ConAgra Capital's
preferred securities and the effect of lower meat and poultry
selling prices, partially offset by the divestiture of a
financial business, which has a characteristically high ratio,
and lower spending by some businesses. The lower ratio in 1994
compared to 1993 was due mainly to lower relative spending by
AMH.
Interest expense increased 9.4% in 1995 to $278 million,
mainly due to higher short-term interest rates. Interest expense
decreased 1.6% in 1994 to $254 million.
Pretax earnings increased 14.7% to $826 million in 1995 and
14.0% to $720 million in 1994 before the cumulative effect of
adopting SFAS 106 (see Financial Statements Note 14).
Businesses contributing to the pretax earnings increase in
1995 included crop protection chemicals and fertilizer, specialty
grain processing, feed ingredient merchandising, pork and beef
products, turkey products, cheese products, frozen foods, shelf-
stable foods, seafood and potato products. Businesses with lower
pretax earnings included chicken products, packaged meats,
specialty microwave products, private label products, and dried
fruit and nuts, which was discontinued in 1995. Economic
problems in Mexico had a negative effect on the earnings of
several ConAgra businesses in 1995.
Businesses contributing to the pretax earnings increase in
1994 included frozen foods, fresh red meat, potato products,
chicken products, processed meats, seafood, crop protection
chemicals and AMH. Businesses with lower pretax earnings
included turkey products, cheese products, specialty retailing,
and dried fruit and nuts.
Net income increased 13.4% to $496 million in 1995 and 11.6%
to $437 million in 1994 from $391.5 million in 1993 before the
cumulative effect of SFAS 106 in 1993.
Net income had lower percentage gains than pretax earnings
due to rising income tax rates. The effective income tax rate
increased from 38.0% in 1993 to 39.3% in 1994 and 40.0% in 1995.
The increase from 1993 to 1994 is mainly due to lower equity in
earnings of affiliates -- decreasing from $25 million in 1993 to
$5 million in 1994. Most taxes on these earnings are provided
for before they are included in ConAgra's pretax earnings. AMH's
move from affiliate status in 1993 to consolidated status in 1994
was the largest factor in the decline of equity in earnings of
affiliates.
Earnings per share increased 13.8% to $2.06 in 1995 and
14.6% to $1.81 in 1994 from $1.58 in 1993 before the cumulative
effect of SFAS 106 in 1993. The cumulative effect of SFAS 106
was a noncash after-tax charge of $121 million or 52 cents per
share, reducing 1993 net income to $270 million and earnings per
share to $1.06.
ConAgra is in the process of divesting certain non-core
businesses. During 1995, ConAgra divested Consumer Direct
(direct mail marketing), Dyno Merchandise, Inc. (home sewing
accessories), Geldermann, Inc. (financial services), and Berliner
& Marx, Inc. (meat products). In July 1995, ConAgra also
completed the sale of Petrosul International (sulfur processing
and marketing) and Alum Rock Foodservice (cheese distribution).
Sales and earnings of the businesses divested and identified for
divestiture are not material to ConAgra's results of operations.
The company expects that the ultimate gain or loss on the
divestiture program will not be significant to ConAgra's results
of operations.
ConAgra is required to adopt SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," no later than fiscal 1997. ConAgra has not yet
quantified the effect, if any, of implementation on the financial
statements.
3 bar graphs:
1991 1992 1993 1994 1995
----------------------------------------------------------------
Net Sales
in billions $20.2 $21.2 $21.5 $23.5 $24.1
Net Income
in millions $332.0 $372.4 $391.5* $437.1 $495.6
Cash Earnings*
in millions $388.0 $443.8 $463.2 $510.7 $567.0
* Cash earnings are net income plus goodwill amortization. In
1993, net income is before the cumulative effect of adopting
SFAS 106.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MAY 28, 1995 AND MAY 29, 1994
Dollars in millions except per share amount
ASSETS 1995 1994
Current assets:
Cash and cash equivalents $ 60.0 $ 166.4
Receivables, less allowance for doubtful
accounts of $63.9 and $55.9 (Note 2) 1,540.0 1,586.6
Margin deposits and segregated funds - 286.0
Inventories (Note 3):
Hedged commodities 925.4 723.4
Other 2,241.9 2,161.0
-------- --------
Total inventories 3,167.3 2,884.4
Prepaid expenses 372.9 216.9
-------- --------
Total current assets 5,140.2 5,143.3
-------- --------
Property, plant and equipment:
Land 141.2 140.7
Buildings, machinery and equipment 3,953.7 3,633.7
Less accumulated depreciation
Other fixed assets 227.2 219.9
Construction in progress 215.7 156.1
-------- --------
4,537.8 4,150.4
Less accumulated depreciation (1,741.8) (1,564.1)
-------- --------
Property, plant and equipment, net 2,796.0 2,586.3
Brands, trademarks and goodwill, at cost
less accumulated amortization of $420.9 2,420.1 2,626.4
and $363.1
Other assets 444.7 365.8
-------- --------
$10,801.0 $10,721.8
========= =========
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
MAY 28, 1995 AND MAY 29, 1994
Dollars in millions except per share amount
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
Current liabilities:
Notes payable - financial businesses - $ 419.0
Current installments of long-term debt 47.9 120.7
Accounts payable 1,574.8 1,610.5
Advances on sales 856.6 914.9
Payable to customers, clearing - 326.5
associations etc.
Accrued payroll 273.2 262.4
Other accrued liabilities 1,212.4 1,098.8
-------- --------
Total current liabilities 3,964.9 4,752.8
-------- --------
Senior long-term debt, excluding 1,770.0 1,440.8
current installments (Note 5)
Other noncurrent liabilities (Note 6) 940.8 1,079.7
Subordinated debt (Note 5) 750.0 766.0
Preferred securities of subsidiary company 525.0 100.0
(Note 7)
Preferred shares subject to mandatory 354.9 355.6
redemption (Notes 8 and 9)
Commitments and contingencies (Notes 12 and 13)
Common stockholders' equity (Notes 9 and 10)
Common stock of $5 par value, authorized 1,200,000,000
shares; issued 252,869,958 and 252,726,783 1,264.3 1,263.6
Additional paid-in capital 409.9 338.0
Retained earnings 1,712.5 1,422.7
Foreign currency translation adjustment (44.9) (33.1)
Less treasury stock, at cost,
common shares 7,172,312 and 4,531,676 (206.9) (117.2)
--------- --------
3,134.9 2,874.0
Less unearned restricted stock and value
of 19,423,916 and 22,286,481 common shares held
in Employee Equity Fund (639.5) (647.1)
-------- --------
Total common stockholders' equity 2,495.4 2,226.9
$10,801.0 $10,721.8
========= =========
The accompanying notes are an integral part of the
of the consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE FISCAL YEARS ENDED MAY
Millions except per share amounts
1995 1994 1993
Net sales $24,108.9 $23,512.2 $21,519.1
Costs and expenses:
Cost of goods sold 20,778.4 20,452.2 18,640.4
Selling, administrative and general 2,229.9 2,091.0 2,014.3
expenses
Interest expense (Note 5) 278.1 254.2 258.4
--------- --------- ---------
23,286.4 22,797.4 20,913.1
--------- --------- ---------
Income before equity in earnings of
affiliates, income taxes and cumulative
effect of change in accounting principle 822.5 714.8 606.0
Equity in earnings of affiliates 3.4 5.2 25.4
--------- --------- ---------
Income before income taxes and cumulative
effect of change in accounting 825.9 720.0 631.4
principle
Income taxes (Note 11) 330.3 282.9 239.9
--------- --------- ---------
Net income before cumulative effect
of change in accounting principle 495.6 437.1 391.5
Cumulative effect of change in accounting
for nonpension postretirement benefits
(net of income taxes of $74.2) - - (121.2)
--------- --------- ---------
Net income 495.6 437.1 270.3
Less preferred dividends 24.0 24.0 24.0
--------- --------- ---------
Net income available for common $ 471.6 $ 413.1 $ 246.3
stock
========= ========= =========
Earnings per common and common equivalent share:
Before cumulative effect of change in
accounting principle $ 2.06 $ 1.81 $ 1.58
Cumulative effect of change in accounting
for nonpension postretirement - - (0.52)
benefits
--------- --------- ----------
Net income $ 2.06 $ 1.81 $ 1.06
======== ========== ==========
Weighted average number of common and
common equivalent shares
outstanding 229.0 228.5 233.0
======== ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
FOR FISCAL YEARS ENDED MAY
Columnar amounts in millions
<TABLE>
<CAPTION>
Thousands Foreign EEF*
of Additional Currency Stock
Common Common Paid-in Retained Translation Treasury and
Shares Stock Capital Earnings Adjustment Stock Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1992 232.3 $1,160.9 $ 37.8 $1,048.5 $ (1.9) $ (5.2) $ (7.8) $2,232.3
Shares issued:
Stock option and incentive plans 2.0 11.5 24.9 (.1) (7.5) (5.6) 23.2
EEF* stock option, incentive and
employee benefit plans 12.6 62.7 191.0 (600.2) (346.5)
Acquisitions 5.2 26.1 13.4 10.8 50.3
Conversion of preferred stock .2 .1 .1
Foreign currency translation adjustment (12.7) (12.7)
Dividends declared:
Preferred stock (24.0) (24.0)
Common stock, $.60 per share (138.5) (138.5)
Net income 270.3 270.3
----------------------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1993 252.3 1,261.3 267.1 1,167.0 (14.6) (12.7) (613.6) 2,054.5
Shares issued:
Stock option and incentive plans .3 1.7 5.2 1.4 8.3
EEF* stock option, incentive and other
employee benefit plans (16.3) 46.7 30.4
Fair market valuation of EEF shares 81.6 (81.6) -
Acquisitions .2 .5 5.7 6.4
Conversion of preferred stock .1 .4 (.1) .3
Shares acquired:
Incentive plans (4.8) (4.8)
Treasury shares purchased (105.4) (105.4)
Foreign currency translation adjustment (18.5) (18.5)
Dividends declared:
Preferred stock (24.0) (24.0)
Common stock, $.70 per share (157.4) (157.4)
Net income 437.1 437.1
----------------------------------------------------------------------------------------------------------------------------------
Balance at May 29, 1994 252.7 1,263.6 338.0 1,422.7 (33.1) (117.2) (647.1) 2,226.9
Shares issued:
Stock option and incentive plans .2 .5 1.6 (1.8) .3
EEF* stock option, incentive and
employee benefit plans (9.5) 82.7 73.2
Fair market valuation of EEF shares 74.6 (74.6) -
Acquisitions .1 5.1 41.2 46.4
Conversion of preferred stock .1 .1 .5 .7
Shares acquired:
Incentive plans (13.6) 1.3 (12.3)
Treasury shares purchased (117.8) (117.8)
Foreign currency translation adjustment (11.8) (11.8)
Dividends declared:
Preferred stock (24.0) (24.0)
Common stock, $.80 per share (181.8) (181.8)
Net income 495.6 495.6
----------------------------------------------------------------------------------------------------------------------------------
Balance at May 28, 1995 252.9 $1,264.3 $409.9 $1,712.5 $(44.9) $(206.9) $(639.5) $2,495.4
===== ======== ====== ======== ======= ======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
*Employee Equity Fund
</TABLE>
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED MAY
Dollars in millions
<TABLE>
<CAPTION>
Increase (Decrease) in cash and cash equivalents 1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $495.6 $437.1 $270.3
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and other amortization 304.4 294.8 277.0
Goodwill amortization 71.4 73.6 71.7
Other noncash items (includes nonpension postretirement 107.3 38.8 220.6
benefits)
Change in assets and liabilities before effects from business acquisitions
Receivables (150.1) (250.4) 55.1
Inventories and prepaid expenses (235.1) (379.6) 37.2
Accounts payable and accrued liabilities 41.6 476.7 (109.8)
------- ------- -------
Net cash flows from operating activities 635.1 691.0 822.1
------- ------- -------
Cash flows from investing activities:
Additions to property, plant and equipment (427.8) (395.0) (341.0)
Payment for business acquisitions (378.8) (61.2) (16.4)
Sale of businesses and property, plant and equipmen 118.0 40.3 12.6
(Increase) decrease in notes receivable - Monfort Finance 70.7 19.2 (142.0)
Company
Other items (77.3) (22.7) (63.6)
------- ------- -------
Net cash flows from investing activities (695.2) (419.4) (550.4)
------- ------- -------
Cash flows from financing activities:
Net short-term borrowings (419.0) (153.8) 196.1
Proceeds from issuance of long-term debt 384.7 172.1 360.7
Repayment of long-term debt (147.3) (206.3) (291.3)
Issuance of preferred securities of subsidiary company 425.0 100.0 -
Cash dividends paid (199.6) (176.0) (158.6)
Treasury stock purchases (117.7) (105.4) -
Employee Equity Fund stock transactions 32.9 8.9 (346.5)
Other items, primarily payments on other noncurrent (5.3) (1.7) (129.9)
liabilities in 1993
------- ------- -------
Net cash flows from financing activities (46.3) (362.2) (369.5)
------- ------- -------
Net decrease in cash and cash equivalents (106.4) (90.6) (97.8)
Cash and cash equivalents at beginning of year 166.4 257.0 354.8
-------- ------ ------
Cash and cash equivalents at end of year 60.0 166.4 257.0
======= ====== =====-
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 28, 1995, MAY 29, 1994 AND MAY 30, 1993
Columnar amounts in millions except share and per share amounts
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year - ConAgra's (or the Company's) fiscal year ends the
last Sunday in May. The fiscal years for the consolidated
financial statements presented all consist of 52 week periods.
The accounts of two wholly owned subsidiaries, ConAgra Fertilizer
Company and United Agri Products, Inc., have been consolidated on
the basis of a year ending in February. Such fiscal period
corresponds with those companies' natural business year.
Basis of Consolidation - The consolidated financial statements
include the accounts of ConAgra, Inc. and all majority-owned
subsidiaries, except certain foreign companies that are not
material to the Company. All significant intercompany
investments, accounts and transactions have been eliminated.
The investments in and the operating results of 50%-or-less-owned
companies and the foreign companies referred to above are included
in the financial statements on the basis of the equity method of
accounting.
The Company's financial businesses, Geldermann, Inc. (a commodity
brokerage business sold in fiscal 1995) and Monfort Finance
Company (a finance company), are included in the consolidated
financial statements.
Inventories - Grain, flour, and major feed ingredient inventories
are hedged to the extent practicable and are generally stated at
market including adjustment to market of open contracts for
purchases and sales. Short-term interest expense incurred to
finance hedged inventories is included in cost of sales in order
to reflect properly gross margins on hedged transactions. Except
for certain food products and livestock inventories which are
stated at the lower of last-in, first-out (LIFO) cost or market,
inventories not hedged are priced at the lower of average cost or
market.
Property and Depreciation - Property, plant, and equipment are
carried at cost. Depreciation has been calculated using primarily
the straight-line method over the estimated useful lives of the
respective classes of assets as follows:
Buildings 15 - 40 years
Machinery and equipment 5 - 20 years
Other assets 5 - 15 years
Brands, Trademarks and Goodwill - Brands and goodwill arising from
the excess of cost of investment over equity in net assets at date
of acquisition and trademarks are being amortized using the
straight-line method, principally over a period of 40 years. The
carrying value of such brands, trademarks and goodwill is
periodically evaluated on the basis of management's estimates of
future undiscounted operating income associated with the acquired
businesses.
Net Sales - Gross margins earned from grain and feed ingredients
merchandised are included in net sales.
Income Taxes - In fiscal 1993, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes, which did not have a material effect on the
Company's consolidated financial statements.
Other Postretirement Benefits - In fiscal 1993, the Company
adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions. The Company elected to reflect this
change in accounting on the immediate recognition basis.
Earnings per Share - Earnings per common and common equivalent
share are calculated on the basis of weighted average outstanding
common shares and, when applicable, those outstanding options that
are dilutive and after giving effect to preferred stock dividend
requirements. Fully diluted earnings per share did not differ
significantly from primary earnings per share in any period
presented.
Fair Values of Financial Instruments - Unless otherwise specified,
the Company believes the book value of financial instruments
approximates their fair value.
2. RECEIVABLES
In September 1990, the Company entered into agreements to sell,
for a period of up to five years, undivided participation
interests in designated pools of receivables, with limited
recourse, in an amount not to exceed $400 million at any one time.
In April 1994, the agreement was temporarily increased to $500
million for a period of up to six months, at which time it
automatically reduced to the original $400 million. In March
1995, the Company renegotiated the agreements to sell, for a
period of three years, interests in pools of receivables, with
limited recourse, in an amount not to exceed $500 million at any
one time. Participation interests in new receivables may be sold
as collections reduce previously sold participation interests.
The participation interests are sold at a discount which is
included in Selling, Administrative and General Expenses in the
Consolidated Statements of Earnings. Gross proceeds from the
sales were approximately $500 million at fiscal year-end 1995,
1994 and 1993.
In connection with the September 1990 transaction, the Company
entered into interest rate swap agreements with two money center
bank counterparties which effectively fix the discount rate on
$400 million of such participation interests at 9.4% for five
years expiring in August 1995. The net cost (benefit) of these
swaps is charged (credited) to interest expense. The estimated
fair value based on quoted market prices of the interest rate swap
agreements was an obligation of $5.7 million as of May 28, 1995.
3. INVENTORIES
The major classes of inventories are as follows:
1995 1994
Hedged commodities $ 925.4 $ 723.4
Food products and livestock 1,232.2 1,260.7
Agricultural chemicals, fertilizer 323.1 322.6
and feed
Retail merchandise 196.4 176.0
Other, principally ingredients 490.2 401.7
and supplies
------- -------
$3,167.3 $2,884.4
======= =======
The cost of certain food products and livestock inventories stated
under the last-in, first-out (LIFO) method is $225.1 million and
$211.0 million at May 28, 1995 and May 29, 1994, respectively.
Had these inventories been stated at lower of principally first-
in, first-out (FIFO) cost or market, they would have been $14.4
million and $41.0 million greater than reported at May 28, 1995
and May 29, 1994, respectively.
4. SHORT-TERM CREDIT FACILITIES AND BORROWINGS
The Company has credit lines from banks which totaled
approximately $5.0 billion, including: $1.5 billion of long-term
revolving credit facilities maturing in September 1999; $1.5
billion short-term revolving credit facilities maturing in
September 1995; and uncompensated bankers' acceptance and money
market loan facilities approximating $2.0 billion. Borrowings
under the revolver agreements are at or below prime rate and may
be prepaid without penalty. The Company pays fees for its
revolving credit facilities.
The Company finances its short-term needs with bank borrowings,
commercial paper borrowings and bankers' acceptances. The average
consolidated short-term borrowings outstanding under these
facilities for the 1995 fiscal year were $2,309.9 million. This
excludes an average of $521.7 million of short-term borrowings
which were classified as long-term throughout the fiscal year (see
Note 5). The highest period-end short-term indebtedness during
fiscal 1995 was $3,192.1 million. Short-term borrowings were at
rates below prime. The weighted average interest rate was 5.47%
and 3.46%, respectively, for fiscal 1995 and 1994.
5. SENIOR LONG-TERM DEBT, SUBORDINATED DEBT AND LOAN AGREEMENTS
1995 1994
Senior Debt
Commercial paper backed by long-term revolving
credit agreements $ 874.3 $ 489.6
9.75% senior debt due in 1998 300.0 300.0
9.875% senior debt due in 2006 100.0 100.0
7.22% to 9.8% publicly-issued unsecured
medium-term notes due in various
amounts through 2005 263.5 288.5
9% unsecured note due in 1997 50.0 50.0
9.87% to 9.95% unsecured senior notes due in various
amounts in 1997 through 2010 97.8 108.7
Industrial Development Revenue Bonds (collateralized by
plant and equipment) due various dates through 2015 at
an average rate of 7.15% 38.6 44.8
Miscellaneous unsecured 45.8 59.2
------- -------
Total senior debt 1,770.0 1,440.8
------- -------
Subordinated Debt
9.75% subordinated debt due in 2021 400.0 400.0
7.375% to 7.4% subordinated debt due in 2005 350.0 350.0
Geldermann, Inc. - 16.0
------- -------
Total subordinated debt 750.0 766.0
------- -------
Total long-term debt, excluding current
installments $2,520.0 $2,206.8
======= =======
The aggregate minimum principal maturities of the long-term debt
for each of the five fiscal years following May 28, 1995, are as
follows:
1996 $47.9
1997 142.2
1998 352.5
1999 53.1
2000 893.8
Under the long-term credit facility indicated in Note 4, at May
28, 1995, the Company may borrow up to $1.5 billion through
September 1999.
The most restrictive note agreements (the revolving credit
facilities and certain privately placed long-term debt) require
the Company to repay the debt if Consolidated Funded Debt exceeds
60% of Consolidated Capital Base or if Fixed Charges coverage is
less than 1.75 to 1.0 as such terms are defined in applicable
agreements.
Net interest expense consists of:
1995 1994 1993
Long-term debt $215.0 $209.8 $221.6
Short-term debt 94.0 77.3 58.6
Finance expense 2.1 2.3 2.4
Interest income (28.1) (33.5) (21.9)
Interest capitalized (4.9) (1.7) (2.3)
------ ------ ------
$278.1 $254.2 $258.4
===== ===== =====
Net interest paid was $279.9 million, $242.1 million, and $239.3
million in fiscal 1995, 1994, and 1993, respectively.
Short-term debt interest expense of $17.5 million, $12.7 million,
and $14.6 million in fiscal 1995, 1994, and 1993, respectively,
incurred to finance hedged inventories, has been charged to cost
of goods sold.
The carrying amount of long-term debt (including current
installments) was $2,567.9 million and $2,327.5 million as of
May 28, 1995 and May 29, 1994, respectively. Based on current
market rates primarily provided by outside investment bankers, the
fair value of this debt at May 28, 1995 was estimated at $2,760.2
million. The Company's long-term debt is generally not callable
until maturity.
6. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of estimated liabilities of
Beatrice Company (acquired in fiscal 1991) and estimated
postretirement health care and pension benefits as follows:
1995 1994
Income tax, legal and environmental liabilities
associated with the Company's acquisition of
Beatrice Company $ 612.6 $ 786.1
Estimated postretirement health care and pensions 523.4 468.6
------- ------
1,136.0 1,254.7
Less estimated current portion 195.2 175.0
------- -------
$ 940.8 $1,079.7
======= =======
7. PREFERRED SECURITIES OF SUBSIDIARY COMPANY
In April 1994, ConAgra Capital, L.C., an indirectly controlled
subsidiary of ConAgra, Inc., issued 4.0 million 9% Series A
Cumulative Preferred Securities (Class A Securities) at a price of
$25 per security. In June 1994, ConAgra Capital, L.C. issued 7.0
million Series B Adjustable Rate Cumulative Preferred Securities
(Class B Securities) at a price of $25 per security. In February
1995, ConAgra Capital, L.C. issued 10.0 million 9.35% Series C
Cumulative Preferred Securities (Class C Securities) at a price of
$25 per security. For financial statement purposes, these
Securities are considered to represent minority interests in
ConAgra Capital, L.C. ConAgra Capital, L.C. loaned these net
proceeds to ConAgra to be used for general corporate purposes.
Distributions on the Class A Securities (9% per annum) are payable
monthly. Distributions on the Class B Securities are payable
monthly at a rate per annum which is adjusted quarterly to 95% of
the highest of three U.S. Treasury security indices, subject to a
floor of 5.0% and a ceiling of 10.5% per annum. The distribution
rate ranged from 7.06% to 7.695% in fiscal 1995. Distributions on
the Class C Securities (9.35% per annum) are payable monthly.
These distributions are included in Selling, Administrative and
General Expenses in the Consolidated Statements of Earnings.
In connection with the issuance of the Class B Securities in
fiscal 1995, the Company entered into a swap with a money center
bank which effectively changes the distribution rate to a function
of the three month LIBOR on $175.0 million until May 31, 1998.
The net cost of this swap in fiscal 1995 was insignificant. The
estimated fair value of this swap agreement was an obligation of
$2.4 million as of May 28, 1995.
The above Securities are non-voting (except in certain limited
circumstances), and are guaranteed on a limited basis by ConAgra,
and, in certain limited circumstances, are exchangeable for debt
securities of ConAgra. The Securities are redeemable at the
option of ConAgra Capital, L.C. (with ConAgra's consent) in whole
or in part, on or after May 31, 1999 with respect to Class A
Securities, June 30, 1999 with respect to Class B Securities, and
February 29, 2000 with respect to Class C Securities, at $25 per
security plus accumulated and unpaid distributions to the date
fixed for redemption.
8. PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION
1995 1994
Shares Amount Shares Amount
Outstanding - Class D
$2.50 cumulative convertible 26,865 $ .7 27,974 $ .7
Outstanding - Class E, Series 1
$25 cumulative convertible 14,168,810 354.2 14,195,495 354.9
The Class E preferred stock has a dividend rate of $1.6875 per
share, is convertible into common stock at the rate of 1.017728
shares of common stock for each share of preferred, is entitled to
.17 votes per share voting as a single class with common stock, is
initially callable on August 14, 1995 at $25.48 per share, and is
subject to mandatory redemption on August 14, 2002.
At May 28, 1995, 186,288 and 14,420,003 shares of common stock
were reserved for conversion of Class D and Class E preferred
stock, respectively.
9. CAPITAL STOCK
The Company has authorized shares of preferred stock, all of which
are cumulative and nonparticipating, as follows:
Class B - $50 par value; 150,000 shares
Class C - $100 par value; 250,000 shares
Class D - without par value; 1,100,000 shares
Class E - without par value; 16,550,000 shares
Each class of preferred stock is prohibited from having a priority
over all previously issued classes of preferred stock as
designated by alphabetical class.
There are no shares issued or outstanding of Class B and Class C
preferred stock.
Employee Equity Fund
On August 6, 1992, the Company established a $700 million Employee
Equity Fund (EEF), a newly formed grantor trust, to pre-fund
future stock-related obligations of the Company's compensation and
benefit plans. The EEF supports existing, previously approved
employee plans which use ConAgra common stock and does not change
those plans or the amounts of stock expected to be issued for
those plans.
ConAgra funded the EEF with $700 million (at cost) of ConAgra
common stock sold to the EEF. Half of this stock ($350 million
for 12,533,572 shares) was newly issued by ConAgra. ConAgra
purchased the other half ($350 million for 11,517,397 shares) in
the open market with the proceeds from a $350 million subordinated
debt offering.
The EEF has delivered a promissory note to ConAgra. The principal
amount of the note is the amount of the purchase price of the
shares of ConAgra Common Stock sold to the EEF. Amounts owed by
the EEF to ConAgra will be repaid by cash received by the EEF or
will be forgiven by ConAgra, which will result in the EEF
releasing shares to satisfy ConAgra obligations for stock
compensation.
For financial reporting purposes the EEF is consolidated with
ConAgra. The fair market value of the shares held by the EEF is
shown as a reduction to common stockholders' equity in the
Company's consolidated balance sheets. All dividends and interest
transactions between the EEF and ConAgra are eliminated.
Differences between cost and fair value of shares held and/or
released are included in consolidated additional paid-in capital.
Following is a summary of shares held by the EEF:
1995 1994
Shares held 19,423,916 22,286,481
Cost - per share $ 29.105 $ 29.105
Cost - total 565.3 648.6
Fair market value - per share $ 32.250 $ 28.500
Fair market value - total 626.4 635.2
10.STOCK OPTIONS AND RIGHTS
Stock option plans approved by the stockholders provide for
granting of options to employees for purchase of common stock
generally at prices equal to fair market value at the time of
grant, and for issuance of restricted or bonus stock without
direct cost or at reduced cost to the employee. During fiscal
1995, 1994 and 1993, 20,000 shares, 20,000 shares and 155,000
shares of restricted stock were issued, respectively. The value
of the restricted and bonus stock, equal to fair market value at
the time of grant, is being amortized as compensation expense or
will be paid by a reduction in current and future incentive
compensation liabilities to the employee. This compensation
expense was not significant for fiscal 1995, 1994 and 1993. For
the most part, options granted are exercisable in five equal
annual installments and expire ten years after the date of grant.
For participants under the long-term senior management incentive
plan, options are exercisable under various vesting schedules.
Option shares and prices are adjusted for common stock splits and
changes in capitalization.
The changes in the outstanding stock options during the three
years ended May 28, 1995 are summarized below:
Shares Option Price
(in millions) Per Share-Range
Balance at May 31, 1992 9.6 $ 1.37 - $32.00
Granted 2.3 25.25 - 32.63
Exercised (1.7) 1.37 - 30.83
Canceled (.1) 13.78 - 30.83
----
Balance at May 30, 1993 10.1 2.94 - 32.63
Granted 2.7 25.25 - 26.50
Exercised (1.0) 2.94 - 25.38
Canceled (.1) 17.33 - 30.83
----
Balance at May 29, 1994 11.7 5.56 - 32.63
Granted 2.8 30.75 - 33.13
Exercised (1.3) 5.56 - 31.50
Canceled (.2) 13.78 - 31.50
----
Balance at May 28, 1995 13.0 6.56 - 33.13
====
Exercisable at May 28, 1995 6.3
====
At May 28, 1995, 276,357 shares were reserved for granting
additional options and restricted or bonus stock awards.
Each share of common stock carries with it a Right which entitles
the holder thereof until the earlier of July 24, 1996, or the
redemption of the Rights, to buy one share of common stock at an
exercise price of $44.45. The Rights will be represented by the
common stock certificates and will not be exercisable or
transferable apart from the common stock until the earlier of ten
days after announcement that a person or group (Acquiring Person)
has acquired beneficial ownership of 20 percent or more of the
Company's common stock or ten days after a person commences, or
announces an intention to commence, an offer for 30 percent or
more of the Company's common stock. In the event that (i) any
person or group becomes an Acquiring Person, or (ii) the Company
is acquired in a merger or other business combination transaction
or 50% or more of the Company's assets or earning power is sold,
each holder of a Right (other than the Acquiring Person) will
thereafter have the right to receive, upon exercise, shares of
common stock (of the Company under (i) and of the acquiring
company under (ii)) having a value of twice the exercise price of
the Right. The Company may redeem the Rights at $.0111 per Right
at any time before a person becomes an Acquiring Person. At May
28, 1995, 245,697,646 shares of common stock were reserved for
exercise of the Rights.
11. INCOME TAXES
The provision for income taxes includes the following:
1995 1994 1993
Current
Federal $243.9 $222.3 $123.4
State 49.2 43.9 27.4
Foreign 14.7 16.2 10.1
----- ----- -----
307.8 282.4 160.9
----- ----- -----
Deferred
Federal 20.3 0.4 4.3
State 2.2 0.1 0.5
----- ----- -----
22.5 0.5 4.8
----- ----- -----
$330.3 $282.9 $165.7
===== ===== =====
In fiscal 1993, the provision for income taxes includes an income
tax benefit from adoption of SFAS No. 106 of $74.2 million.
Income taxes computed by applying statutory rates to income before
income taxes and cumulative effect of accounting change are
reconciled to the provision for income taxes set forth in the
Consolidated Statements of Earnings as follows:
1995 1994 1993
Computed U.S. Federal income taxes $289.1 $252.0 $148.2
State income taxes, net of U.S.
Federal tax benefit 33.4 28.5 18.0
Nondeductible amortization of goodwill
and other intangibles 24.4 26.1 25.3
Export and jobs tax credits (8.6) (14.1) (10.9)
Other (8.0) (9.6) (14.9)
----- ----- -----
$330.3 $282.9 $165.7
===== ===== =====
Income taxes paid were $326.4 million, $203.9 million and $194.3
million in fiscal 1995, 1994, and 1993, respectively. Except for
certain matters related to the Company's fiscal 1991 acquisition
of Beatrice Company (see Note 13), the Internal Revenue Service
has examined the Company's tax returns through fiscal 1989. The
IRS has proposed certain adjustments, some of which are being
contested by the Company. The Company believes that it has made
adequate provisions for possible income taxes payable.
The tax effect of temporary differences and carryforwards that
give rise to significant portions of deferred tax assets and
liabilities consist of the following:
1995 1994
Assets Liabilities Assets Liabilities
Depreciation and amortization $ - $293.2 $ - $291.9
Nonpension postretirement benefits 170.2 - 166.1 -
Other noncurrent liabilities which
will give rise to future tax
deductions 312.6 - 292.1 -
Deferred state taxes 36.6 45.3 -
Accrued expenses 50.2 40.5 -
Others 65.0 119.5 81.8 88.6
----- ----- ----- -----
Valuation allowance - - (230.5) -
$634.6 $412.7 $395.3 $380.5
===== ===== ===== =====
12.COMMITMENTS
The Company leases certain facilities and transportation equipment
under agreements which expire at various dates. Management
expects that in the normal course of business, leases that expire
will be renewed or replaced by other leases. Substantially all
leases require payment of property taxes, insurance, and
maintenance costs in addition to rental payments.
A summary of rent expense charged to operations follows:
1995 1994 1993
Cancelable $119.0 $101.8 $103.7
Noncancelable 115.1 130.0 128.7
----- ----- -----
$234.1 $231.8 $232.4
===== ===== =====
A summary of noncancelable operating lease commitments for fiscal
years following May 28, 1995 is as follows:
Type of Property
Real and Other Transportation
Property Equipment
1996 $84.5 $37.3
1997 75.0 24.8
1998 60.2 20.9
1999 46.9 17.8
2000 35.6 14.0
Later years 112.5 8.6
----- -----
$414.7 $123.4
===== =====
In connection with its trading activities, the Company had letters
of credit and performance bonds outstanding at May 28, 1995
aggregating approximately $386.9 million.
13.CONTINGENCIES
On August 14, 1990, ConAgra acquired Beatrice Company (Beatrice).
As a result of the acquisition and the significant pre-acquisition
tax and other contingencies of the Beatrice businesses and its
former subsidiaries, the consolidated post-acquisition financial
statements of ConAgra have reflected significant liabilities and
valuation allowances associated with the estimated resolution of
these contingencies.
Subsequent to the acquisition of Beatrice by ConAgra, the Internal
Revenue Service completed its audit of the federal income tax
returns of Beatrice and its predecessors for the fiscal years
ended in 1985 through 1987 and issued an examining agent's report.
The findings contained in the report were protested by Beatrice.
Agreement has been reached with the Internal Revenue Service
regarding these matters, subject to acceptance by the
Congressional Joint Committee of Taxation. This settlement, if
approved, would resolve all deficiencies proposed by the Internal
Revenue Service for 1987 and prior years, including deficiencies
relating to previously-filed carry-back claims. On this basis,
ConAgra was able to better estimate the amounts of Beatrice state
tax liabilities that will ultimately be paid to various state tax
authorities, and the amounts of state tax and interest that will
be deductible for federal income tax purposes. Prior to the
settlement, ConAgra had recorded a valuation allowance against
deferred tax assets of approximately $230.0 million due to
uncertainties as to the ultimate realization of these assets.
As a result of the settlement, ConAgra has released the $230.0
million valuation allowance and has reduced non-current
liabilities by $135.0 million, with a resulting reduction of
goodwill associated with the Beatrice acquisition of $365.0
million. Federal income tax returns of Beatrice for fiscal years
ended 1988, 1989 and 1990 and various state tax returns remain
open. However, after taking into account the foregoing
adjustments, management believes that the ultimate resolution of
all remaining pre-acquisition Beatrice tax contingencies should
not exceed the reserves established for such matters.
Beatrice is also engaged in various litigation and environmental
proceedings related to businesses divested by Beatrice prior to
its acquisition by ConAgra. The environmental proceedings include
litigation and administrative proceedings involving Beatrice's
status as a potentially responsible party at 42 Superfund,
proposed Superfund or state-equivalent sites. Beatrice has paid
or is in the process of paying its liability share at 33 of these
sites. Beatrice's known volumetric contribution exceeds 4% at
seven of the sites. Beatrice has established substantial reserves
for these matters. The environmental reserves are based on
Beatrice's best estimate of its undiscounted remediation
liabilities, which estimates include evaluation of investigatory
studies, extent of required cleanup, the known volumetric
contribution of Beatrice and other potentially responsible parties
and Beatrice's prior experience in remediating sites. Management
believes the ultimate resolution of such Beatrice legal and
environmental contingencies should not exceed the reserves
established for such matters.
ConAgra is party to a number of other lawsuits and claims arising
out of the operation of its businesses. After taking into account
liabilities recorded for all of the foregoing matters, management
believes the ultimate resolution of such matters should not have a
material adverse effect on ConAgra's financial condition, results
of operation or liquidity.
14.PENSION AND POSTRETIREMENT BENEFITS
Retirement Pension Plans
The Company and its subsidiaries have defined benefit retirement
plans (Plan) for eligible salaried and hourly employees. Benefits
are based on years of credited service and average compensation or
stated amounts for each year of service.
Consolidated pension costs consist of the following:
<TABLE>
<CAPTION>
1995 1994 1993
Plan Accumulated Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets Benefits Assets
<S> <C> <C> <C> <C> <C> <C>
Service cost $30.2 $ 5.2 $26.2 $ 4.0 $29.0 $1.9
Interest cost 58.6 12.7 58.0 12.5 56.5 8.4
Actual return
on plan assets (36.3) (4.3) (79.3) (14.5) (66.5) (4.7)
Net amortization
and deferral (30.0) (1.9) 14.7 5.2 0.4 (0.6)
---- ---- ---- ---- ---- ----
Net pension costs $22.5 $11.7 $19.6 $ 7.2 $19.4 $5.0
==== ==== ==== ==== ==== ===
</TABLE>
Pension costs were determined using a 7.5% discount rate (8.5% in
fiscal 1994 and 1993), a long term rate of return of 9.0% in
fiscal 1995 and 1994 (8.5% to 9.5% in fiscal 1993) and a long term
rate of compensation increases of 5.5% in fiscal 1995 and 1994
(5.5% to 6.0% in fiscal 1993). The funded status of the plans at
February 28, 1995 and February 28, 1994 (dates of the most recent
actuarial report) was as follows:
1995 1994
Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets
Plan assets at fair value $785.6 $128.2 $791.9 $136.9
----- ----- ----- -----
Projected benefit
obligation:
Actuarial present value
of vested benefits 668.0 155.8 648.4 166.6
Actuarial present value
of nonvested benefits 34.8 9.5 40.1 7.5
----- ----- ----- -----
702.8 165.3 688.5 174.1
Additional obligation of
projected
compensation
increases 100.5 13.7 106.1 8.3
----- ----- ----- -----
803.3 179.0 794.6 182.4
----- ----- ----- -----
Plan assets less than
projected benefit
obligations $(17.7) $(50.8) $ (2.7) $(45.5)
===== ===== ==== =====
Consisting of:
Unrecognized
transition asset $ 18.3 $2.2 $ 20.7 $ 2.5
Unrecognized prior
service cost (1.8) (25.2) (1.0) (19.9)
Unrecognized net
gain (loss) 43.9 (14.3) 34.0 (13.5)
Adjustment to recognize
minimum liability - 23.9 - 23.9
Accrued pension cost
on consolidated
balance sheet (78.1) (37.4) (56.4) (38.5)
----- ----- ----- -----
$(17.7) $(50.8) $ (2.7) $(45.5)
===== ===== ===== =====
Plan assets are primarily invested in equity securities, corporate
and government debt securities and common trust funds. Included
in plan assets are 2,540,171 shares of the Company's common stock
at a fair market value of $83.2 million at February 28, 1995.
The actuarial projected benefit obligation was determined using an
assumed discount rate of 8.5% (7.5% in fiscal 1994 and 8.5% in
fiscal 1993) and long-term rate of compensation increases of 5.5%
for all years presented (6.0% with respect to certain Beatrice
plans in fiscal 1993). Pension obligations were determined using
a long-term rate of return of 9.0% for all years presented (9.5%
with respect to certain Beatrice plans in fiscal 1993).
The Company has adopted a policy of funding accrued pension costs
to the extent deductible for income tax purposes.
The Company and its subsidiaries are also participants in multi-
employer pension plans covering certain hourly employees. Costs
associated with these plans for fiscal 1995, 1994 and 1993 were
$8.2 million, $7.5 million, and $7.2 million, respectively.
Certain employees of the Company are covered under defined
contribution plans. The expense related to these plans was $23.7
million, $17.9 million and $16.6 million in fiscal 1995, 1994 and
1993, respectively.
Postretirement Benefits
The Company's postretirement plans provide certain medical and
dental benefits to qualifying U.S. employees. In fiscal 1993, the
Company adopted the provisions of Statement of Financial
Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions.
Upon adoption, the Company recorded the discounted value of
expected future benefits attributed to employees' service rendered
prior to fiscal 1993 as a cumulative effect of an accounting
change. This one-time, non-cash accounting change was net of
accruals previously established and resulted in a charge to
earnings of $195.4 million before taxes ($121.2 million after
taxes) or $.52 per share
Net postretirement benefit cost includes the following components:
1995 1994 1993
Service cost $ 5.1 $ 4.5 $ 4.0
Interest cost on accumulated
postretirement
benefit obligation 29.8 30.4 30.4
Other (1.0) (1.1) (.9)
---- ---- ----
$33.9 $33.8 $33.5
==== ==== ====
Benefit costs were generally estimated assuming retiree health
care costs would initially increase at an 11.0% annual rate for
all participants. The rates are assumed to decrease each year to
a 6.5% annual growth rate in the year 2001 and remain at a 6.5%
annual growth rate thereafter. A 1% increase in these annual trend
rates would have increased the accumulated postretirement benefit
obligation at May 28, 1995 by $42.4 million with a corresponding
effect on fiscal 1995 postretirement benefit expense of $4.1
million. The discount rate used to estimate the accumulated
postretirement benefit obligation was 8.5% (7.0% in fiscal 1994,
8.0% in fiscal 1993). Plan assets of $6.1 million consist of
guaranteed investment contracts earning a 13.7% annual rate of
return. The Company generally intends to fund claims as
reported.
The funded status of the Company's plans at February 28, 1995
and 1994 was as follows:
Acccumulated postretirement 1995 1994
benefit obligations
Retirees and dependents $353.0 $358.7
Fully eligible active
plan participants 31.1 35.4
Other active plan participants 35.8 53.5
----- -----
Total accumulated postretirement
benefit obligation 419.9 447.6
Plan assets at fair value (6.1) (6.3)
Unrecognized prior service cost 1.8 2.5
Unrecognized net gain (loss) 6.6 (50.8)
----- -----
Accrued postretirement benefit
obligation on Consolidated
Balance Sheets $422.2 $393.0
===== =====
15.BUSINESS SEGMENTS
Beginning with 1995, ConAgra has revised its industry segments to
portray better its business mix and balance. The
"Grocery/Diversified Products" and "Refrigerated Foods" segments
were in past years combined as the "Prepared Foods" segment. The
new "Food Inputs & Ingredients" segment combines two past
segments: "Agri-Products" and "Trading & Processing."
Intersegment sales have been recorded at amounts approximating
market. Operating profit for each segment is based on net sales
less all identifiable operating expenses and includes the related
equity in earnings of companies included on the basis of the
equity method of accounting. General corporate expense, interest
expense (except financial businesses), and income taxes have been
excluded from segment operations. Goodwill amortization has been
excluded from operating results of business segments in the
following table. All assets other than cash and those assets
related to the corporate office have been identified with the
segments to which they relate. Substantially all of the Company's
activities occur in the United States.
1995 1994 1993
Sales to unaffiliated customers
Food Inputs & Ingredients $ 5,799.8 $ 5,380.6 $ 5,006.9
Refrigerated Foods 13,509.5 13,836.2 12,408.6
Grocery/Diversified Products 4,799.6 4,295.4 4,103.6
-------- -------- --------
Total $24,108.9 $23,512.2 $21,519.1
======== ======== ========
Intersegment sales
Food Inputs & Ingredients $182.4 $125.8 $137.2
Refrigerated Foods 50.0 18.3 18.2
Grocery/Diversified Products 10.6 4.0 2.8
----- ----- -----
243.0 148.1 158.2
Intersegment elimination (243.0) (148.1) (158.2)
----- ----- -----
Total $ - $ - $ -
===== ===== =====
Net sales
Food Inputs & Ingredients $ 5,982.2 $ 5,506.4 $ 5,144.1
Refrigerated Foods 13,559.5 13,854.5 12,426.8
Grocery/Diversified Products 4,810.2 4,299.4 4,106.4
Intersegment elimination (243.0) (148.1) (158.2)
-------- -------- --------
Total $24,108.9 $23,512.2 $21,519.1
======== ======== ========
1995 1994 1993
Operating profit
Food Inputs & Ingredients $246.7 $215.5 $219.4
Refrigerated Foods 416.4 398.6 354.1
Grocery/Diversified Products 629.9 526.4 477.5
----- ----- -----
Total operating profit 1,293.0 1,140.5 1,051.0
General corporate expenses 137.6 107.5 101.5
Goodwill amortization 71.4 73.4 71.7
Interest expense - excluding financial
businesses 258.1 239.6 246.4
----- ----- -----
Total $825.9 $720.0 $631.4
===== ===== =====
Identifiable assets
Food Inputs & Ingredients $ 2,655.0 $ 2,906.3 $2,611.2
Refrigerated Foods 4,006.8 4,198.0 3,724.0
Grocery/Diversified Products 3,722.4 3,328.4 3,312.2
Corporate 416.8 289.1 341.3
-------- -------- -------
Total $10,801.0 $10,721.8 $9,988.7
======== ======== =======
Additions to property, plant, and
equipment - including businesses
acquired
Food Inputs & Ingredients $78.2 $92.1 $102.1
Refrigerated Foods 199.6 287.6 141.5
Grocery/Diversified Products 278.5 118.0 148.4
Corporate .9 6.4 .7
----- ----- -----
Total $557.2 $504.1 $392.7
===== ===== =====
Depreciation and amortization
Food Inputs & Ingredients $57.7 $58.4 $52.1
Refrigerated Foods 149.7 152.6 150.3
Grocery/Diversified Products 162.3 150.5 142.2
Corporate 6.1 6.9 4.1
----- ----- -----
Total $375.8 $368.4 $348.7
===== ===== =====
16. QUARTERLY RESULTS (Unaudited)
Stock Market Dividends
Net Gross Net Income Price Declared
Sales Profit Amount Per High Low Per Share
Share
1995
First $ 6,245.9 $ 739.1 $ 76.8 $ .31 $33.00 $28.25 $.1800
Second 6,288.6 896.3 149.9 .63 33.13 29.75 .2075
Third 5,757.6 839.5 118.5 .49 33.50 29.75 .2075
Fourth 5,816.8 855.6 150.4 .63 34.50 30.88 .2075
-------- ------- ----- ---- ----- ----- -----
Year $24,108.9 $3,330.5 $495.6 $2.06 $34.50 $28.25 $.8025
======== ======= ===== ==== ===== ===== =====
1994
First $ 5,687.4 $657.7 $ 67.6 $ .27 $26.63 $23.00 $.1550
Second 6,355.1 829.3 134.0 .56 28.25 23.88 .1800
Third 5,581.3 755.9 103.7 .43 28.13 24.75 .1800
Fourth 5,888.4 817.1 131.8 .55 29.38 26.25 .1800
-------- ------ ----- ---- ----- ----- -----
Year $23,512.2 $3,060.0 $437.1 $1.81 $29.38 $23.00 $.6950
======== ======= ===== ==== ===== ===== =====
RESPONSIBILITIES
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
ConAgra, Inc.
We have audited the accompanying consolidated balance sheets
of ConAgra, Inc. and subsidiaries as of May 28, 1995 and May 29,
1994, and the related consolidated statements of earnings, common
stockholders' equity and cash flows for each of the three years
(fifty-two weeks) in the period ended May 28, 1995. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion such consolidated financial statements
present fairly, in all material respects, the financial position
of ConAgra, Inc. and subsidiaries as of May 28, 1995 and May 29,
1994, and the results of their operations and their cash flows
for each of the three years (fifty-two weeks) in the period ended
May 28, 1995 in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
July 28, 1995
Omaha, Nebraska
THE CONDUCT OF OUR AFFAIRS
The major objectives of the company are expressed in terms
of return on stockholders' equity and growth in trend line
earning power. As we conduct ourselves in the pursuit of our
existing businesses and in the growth of our businesses in an
ethical and moral way, we must also fulfill our commitments to
our government, to our society and to ourselves as individuals.
In one sense, ethics involves the point of view that suggests we
live in a glass bowl, and we should feel comfortable with any
actions we take, if they were shared publicly. Further, we will
conduct our affairs within the law.
Should there be evidence of possible malfeasance on the part
of any officer or member of management, each employee must feel
the responsibility to communicate that to the appropriate party.
This is a commitment that each of us must undertake and not feel
that it is a high-risk communication, but that it is expected
and, indeed, an obligation.
-from ConAgra's Philosophy, page 6
(originally published in 1976)
PRINCIPAL OFFICERS
The principal officers of the company include, among others,
those listed on pages 50 and 51 of this report. The principal
officers are responsible for maintaining throughout the company a
system of internal controls which protect the assets of the
company on a reasonable and economic basis. They also are
responsible for maintaining records which permit the preparation
of financial statements that fairly present the financial
condition and results of operations of the company in accordance
with generally accepted accounting principles.
AUDIT COMMITTEE OF THE BOARD
The Audit Committee of ConAgra's Board of Directors is
composed entirely of outside directors and recommends the
appointment of the company's independent public accountants. The
Audit Committee meets regularly, and when appropriate separately,
with the independent public accountants, the internal auditors
and financial management. Both the independent public
accountants and the internal auditors have unrestricted access to
the Audit Committee.
BOARD OF DIRECTORS
Board Committees
Executive Committee
Charles M. Harper, Chairman
Philip B. Fletcher
Walter Scott, Jr.
William G. Stocks
Audit Committee
Thomas R. Williams, Chairman
Robert A. Krane
Jane J. Thompson
Frederick B. Wells
Human Resources Committee
Gerald Rauenhorst, Chairman
Carl E. Reichardt
Walter Scott, Jr.
International Committee
William G. Stocks, Chairman
Dr. Ronald W. Roskens
Marjorie M. Scardino
Dr. Clayton K. Yeutter
Philip B. Fletcher, 62
Omaha, Nebraska. Chairman of ConAgra board of directors since
May 1993 and chief executive officer of ConAgra since September
1992. Director since 1989.
Charles M. Harper, 67
Omaha, Nebraska. Chairman and chief executive officer of RJR
Nabisco Holdings Corp. ConAgra chief executive officer 1976-
September 1992. Chairman of ConAgra board 1981-May 1993.
Director since 1975.
Robert A. Krane, 61
Denver, Colorado. Consultant, KRA, Inc. Former president and
chief executive officer of Central Bancorporation (financial
services). Director since 1982.
Gerald Rauenhorst, 67
Minneapolis, Minnesota. Chairman of the board and chief
executive officer of Opus Corporation (real estate, construction
and development). Director since 1982.
Carl E. Reichardt, 64
San Francisco, California. Former chairman and chief executive
officer of Wells Fargo & Company and Wells Fargo Bank. Director
since 1993.
Dr. Ronald W. Roskens, 62
Omaha, Nebraska. President of Action International (global
issues support organization composed of former heads of state).
Former president of the University of Nebraska System. Director
since 1992.
Marjorie M. Scardino, 48
London, England. Chief executive of The Economist Newspaper Ltd.
(publishing). Director since June 1994.
Walter Scott, Jr., 64
Omaha, Nebraska. President and chairman of the board of Peter
Kiewit Sons', Inc. (construction, mining and telecommunications).
Director since 1986.
William G. Stocks, 68
Phoenix, Arizona. Former chairman of the board and chief
executive officer of Peavey Company. Director since 1982.
Jane J. Thompson, 44
Hoffman Estates, Illinois. Executive vice president, credit,
Sears, Roebuck and Co. (retailing). Director since January 1995.
Frederick B. Wells, 67
Minneapolis, Minnesota. President of Asian Fine Arts (fine arts
retailing). Director since 1982.
Thomas R. Williams, 66
Atlanta, Georgia. President and director of Wales Group, Inc.
(investment management and counseling). Director since 1978.
Dr. Clayton K. Yeutter, 64
McLean, Virginia. Of counsel with Washington, D.C. law firm
Hogan & Hartson. Former U.S. Trade Representative and Secretary
of Agriculture. Director 1980-1985 and since 1992.
Photo: left to right: Jane Thompson, Bill Stocks, Gerry
Rauenhorst, Dr. Clayton Yeutter, Carl Reichardt, Walter Scott,
Bob Krane, Phil Fletcher, Marjorie Scardino, Tom Williams, Mike
Harper, Fred Wells, Dr. Ron Roskens.
PRINCIPAL OFFICERS
Philip B. Fletcher, 62
Chairman and Chief Executive Officer
Chief executive officer since September 16, 1992; chairman since
May 31, 1993. Named president and chief operating officer of
ConAgra in 1989. Joined ConAgra in 1982 as president of Banquet
Foods Company. Thirty-seven years of food industry experience;
formerly associated with Heublein Company, H.J. Heinz, U.S.A. and
Campbell Soup Company.
OFFICE OF THE PRESIDENT
Albert J. Crosson, 64
President and Chief Operating Officer
ConAgra Grocery Products Companies
Named to current position in January 1993. Named to the Office
of the President in November 1990. President and chief operating
officer of Hunt-Wesson, Inc. 1990-1993. Joined ConAgra in August
1990 when ConAgra acquired Beatrice Company. President of
Beatrice/Hunt-Wesson, Inc. 1986-1990. Forty-two years of food
industry experience in sales, marketing and general management.
Leroy O. Lochmann, 60
President and Chief Operating Officer
ConAgra Refrigerated Foods Companies
Named to current position in January 1995. Named to the Office
of the President in 1990. President and chief operating officer
of Armour Swift-Eckrich 1990-1993. President and chief operating
officer of ConAgra Meat Products Companies 1993-1995. Joined
ConAgra in August 1990 when ConAgra acquired Beatrice Company.
President of Swift-Eckrich 1984-1990. Forty-two years of meat
industry experience in operations and management.
Thomas L. Manuel, 48
President and Chief Operating Officer
ConAgra Trading and Processing Companies
Named to current position in February 1994. President of
ConAgra Grain Processing Companies 1988-1994. Joined ConAgra in
1977 as general manager of ConAgra Feed Ingredient Merchandising
Company. President of ConAgra Flour Milling Company 1987-1994.
Twenty-five years of experience in the grain processing and
commodity trading industries.
Floyd McKinnerney, 58
President and Chief Operating Officer
ConAgra Agri-Products Companies
Named to current position in 1987. Joined ConAgra in 1978 as
president of Mid Valley Chemicals. Thirty-four years of
experience in the agricultural chemical industry; formerly co-
owner of Dennison's Chemical Company, Weslaco, Texas.
James D. Watkins, 47
President and Chief Operating Officer
ConAgra Diversified Products Companies
Named to current position in June 1993. Named to the Office of
the President in August 1991 after Golden Valley Microwave Foods
merged with ConAgra. President and chief operating officer of
Golden Valley, Lamb-Weston and Arrow Industries 1991-1993.
Twenty-four years of food industry experience in the development
and marketing of microwave food products and general management.
Founder of Golden Valley Microwave Foods in 1978; formerly
associated with The Pillsbury Company.
CORPORATE
MANAGEMENT EXECUTIVE COMMITTEE
Philip B. Fletcher
Chairman and Chief Executive Officer
Office of the President
(The five executives listed on this page.)
Dwight J. Goslee
Senior Vice President, Business Systems and Development, and
Chief Information Officer
T. Truxtun Morrison
Chairman, ConAgra International
James P. O'Donnell
Senior Vice President and
Chief Financial Officer
L.B. Thomas
Senior Vice President
Corporate Secretary and Risk Officer
Gerald B. Vernon
Senior Vice President, Human Resources
David R. Willensky
Senior Vice President
Corporate Planning and Development
CORPORATE STAFF
Walter H. Casey
Vice President, Corporate Communications
Kenneth W. DiFonzo
Vice President and Controller
John J. Dill
Vice President, Taxes
P. David Eppenauer
Vice President
Assistant Corporate Controller
Richard L. Gady
Vice President, Public Affairs
and Chief Economist
C. Wayne Gano, Jr.
Vice President, Insurance and Loss Control
Francis A. Giitter
Vice President, Internal Audit
Raymond V. Hartman
Vice President,
Tax and Administration, Beatrice Co.
Reeder P. Jones
Vice President,
Assistant Corporate Controller
Paul A. Korody
Vice President, Government Affairs
David G. Pederson
Vice President, Compensation and Benefits
Joseph V. Petty
Vice President
Management Information Systems
Lynn L. Phares
Vice President
Public Relations and Community Affairs
Janet M. Richardson
Vice President
Corporate Facilities and Services
Donald J. Stone
Vice President, Transportation
Michael J. Trautschold
Vice President
Corporate Marketing Services
LEGAL COUNSEL
McGrath, North, Mullin & Kratz, P.C.
Omaha, Nebraska
General Counsel: Bruce C. Rohde
Assistant General Counsel: David L. Hefflinger
INDEPENDENT OPERATING COMPANIES
ConAgra Agri-Products Companies
Floyd McKinnerney
President and Chief Operating Officer
Philip J. James, Executive Vice President
United Agri Products Companies
J. Charles Blue, President
ConAgra Retail Companies
Anthony J. Seitz, President
Country General Stores
Anthony J. Seitz, President
Northwest Fabrics & Crafts
David B. Spohn, President
ConAgra Diversified Products Companies
James D. Watkins
President and Chief Operating Officer
Arrow Industries
Steven P. Rosenberg, President
ConAgra Pet Products Company
Thurmond Jones, President
ConAgra Shrimp Companies
Singleton Seafood Company
Jesse Gonzalez, President
Gelazur S.A. (50-percent owned)
Monique Kourcia, President
O'Donnell-Usen U.S.A.
Thomas J. Lavan, Executive Vice President, General Manager
Lamb-Weston, Inc.
Richard A. Porter, President
ConAgra Grocery Products Companies
Albert J. Crosson
President and Chief Operating Officer
ConAgra Frozen Foods
James T. Smith, President
ConAgra Grocery Products Companies International
Taketo Murata, President
Golden Valley Microwave Foods, Inc.
John S. McKeon, President
Hunt-Wesson Foodservice Company
Marshall Ransom, President
Hunt-Wesson Grocery Products Cos.
David J. Gustin, President
Hunt Foods Company
Edward A. Snell, President
Hunt-Wesson Grocery Products Sales Company
Douglas A. Knudsen, President
Orville Redenbacher/Swiss Miss Foods Company
La Choy/Rosarita Foods Company
David J. Gustin, President
Wesson/Peter Pan Foods Company
Glen A. Smith, President
Knott's Berry Farm Foods
Ronald G. Bennett, President
ConAgra Refrigerated Foods Companies
Leroy O. Lochmann
President and Chief Operating Officer
Armour Swift-Eckrich Processed Meats Company
Arnold S. Mikelberg, President
Decker Food Company
L. Richard Belsito, President
National Foods Inc.
Skip Pines, Chairman
Harvey Potkin, President
Australia Meat Holdings Pty Ltd.
Keith A. Lawson, Executive Chairman
Beatrice Cheese Company
Robert H. Burns, President
Butterball Turkey Company
Timothy M. Harris, President
ConAgra Europe
Raymond R. Destin, Managing Director
ConAgra Fresh Meats Company
Alan E. Glueck, President
ConAgra Poultry Companies
Thomas A. Slamecka, President
ConAgra Asia-Pacific
Kenneth C. Davis, Managing Director
ConAgra Retail Broiler Company
Thomas W. Orr, President
Professional Food Systems
J. Rolan Brevard, President
Cook Family Foods, Ltd.
Eugene J. Dembkowski, Chief Operating Officer
Thomas J. McDonough, President
E.A. Miller Inc.
Ted A. Miller, President
Monfort Beef and Lamb Company
Kevin D. LaFleur, President
Monfort Lamb Division
Harry D. Siegelman, President
Monfort International Sales Corporation
Charles K. Monfort, President
Monfort Pork Company
A. Donald Slotkin, President
ConAgra Trading and Processing Companies
Thomas L. Manuel, President and Chief Operating Officer
ConAgra Flour Milling Company
Gary P. White, President
ConAgra Commodity Services Company
Gregory A. Heckman, Vice President and General Manager
ConAgra Feed Company
George W. Thames, Vice President and General Manager
ConAgra Grain Companies
Fred E. Page, President
ConAgra Specialty Grain Products Company
Michael D. Walter, President
International Trading
Russell J. Bragg, President
Klein-Berger Company
Robert J. Corkern, President
Molinos de Puerto Rico
Manuel O. Herrera, President
United Specialty Food Ingredients Cos.
Bob J. Powdrill, President
INVESTOR INFORMATION
CONAGRA STOCK
ConAgra's common stock is listed on the New York Stock
Exchange. Ticker symbol: CAG.
At the end of fiscal 1995, 245.7 million shares of common
stock were outstanding, including 19.4 million shares held in the
company's Employee Equity Fund. There were 31,000 stockholders
of record and an estimated 87,000 "street-name" beneficial
holders whose shares are held in names other than their own -- in
brokerage accounts, for example. During fiscal 1995, 113 million
shares were traded, a daily average of about 447,000 shares.
ConAgra's $25 Class E preferred stock and the Series A, Series
B and Series C preferred securities of ConAgra Capital, L.C. also
are listed on the New York Stock Exchange. Ticker symbols: CAG
PrE, CAG PrA, CAG PrB, CAG PrC. For the current dividend rate of
ConAgra Capital's variable rate preferred securities, call (800)
840-3404.
COMMON STOCK DIVIDENDS
ConAgra normally pays quarterly common stock dividends on
March 1, June 1, September 1 and December 1. The current annual
dividend rate is 83 cents per share. The company's dividend
objective and results are on page 5 of this report.
ConAgra has paid 78 consecutive quarterly common stock
dividends. The dividend was increased 15 percent beginning with
the December 1, 1994 payment. ConAgra has increased common stock
dividends per share 14 percent or more for 20 consecutive years.
ANNUAL MEETING OF STOCKHOLDERS
ConAgra's annual stockholders meeting will be held on
Thursday, September 28, 1995 at 1:30 p.m. at the Witherspoon
Concert Hall of the Joslyn Art Museum, 2200 Dodge Street, Omaha,
Nebraska. Please note the new location and format. Like many
companies, ConAgra is streamlining the format to focus on the
business of the meeting. This year there will be a brief
business meeting (no pre-meeting reception), approximately 15
minutes. It will be followed by a question period. See the
proxy statement for additional information.
NEWS AND PUBLICATIONS
ConAgra has added services that help make current company
information readily available to all stockholders.
Call ConAgra Investor Information at (800) CAG-0244 to hear
current company news, including quarterly earnings and common
stock dividends, or to request printed materials such as the
mid-year report or the Form 10-K, an annual filing with the
Securities and Exchange Commission.
Call Company News On-Call at (800) 758-5804, extension 200825
to receive, at no charge, ConAgra news releases via facsimile
transmission.
ConAgra mails mid-year reports to stockholders of record.
Street-name holders who would like to receive these reports may
call (800) CAG-0244 and ask to be placed on our mailing list to
receive mid-year reports.
SHAREHOLDER SERVICES
Stockholders of record who have questions about or need help
with their account may contact ConAgra Shareholder Services,
(800) 840-3404.
ConAgra has expanded shareholder services to provide more
convenient and economical services to stockholders of record and
to make holding shares in record name a more convenient
alternative for street-name beneficial holders. Through
ConAgra's new Shareholder Service Plan, stockholders of record
may:
* Have stock certificates held by ConAgra Shareholder Services
for safekeeping and to facilitate sale or purchase of
shares.
* Automatically reinvest some or all common and/or preferred
dividends in ConAgra common stock. Nearly 40 percent of
ConAgra's stockholders of record participate.
* Purchase additional shares of ConAgra common stock through
voluntary cash investments of $50 to $50,000 per calendar
year.
For more information, call ConAgra Shareholder Services, (800)
840-3404. An additional service to stockholders of record,
Electronic Funds Transfer (EFT), will be introduced this fall and
will provide automatic deposit of dividends beginning December 1,
1995.
CORPORATE HEADQUARTERS
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
(402) 595-4000
Corporate Secretary (402) 595-4005
Corporate Communications (402) 595-4157
Analyst/Investor Inquiries (402) 595-4154
TRANSFER AGENT AND REGISTRAR
Chemical Bank
J.A.F. Building
P.O. Box 3068
New York, NY 10116-3068
(800) 840-3404
INSIDE BACK COVER:
A Sample of Awards & Recognition in Fiscal 1994/1995
1994 Processor of the Year (ConAgra, Inc.), Prepared Foods
magazine
1995 Processor of the Year (ConAgra Frozen Foods), Refrigerated &
Frozen Foods magazine
Conservation Leadership Award for achievement in sustainable
development (ConAgra, Inc.), The Nature Conservancy and
Fontenelle Forest Association
Gold EFFIE Award for marketing effectiveness (Healthy Choice),
American Marketing Association
Edison Awards for best new products of 1994, American Marketing
Association:
Manwich Taco and Burrito Seasoning Sauces
Marie Callender's Chicken Pot Pie
1994 Employer-Employee Partnership Award (Wesson refinery -
Memphis, Tenn.), Tennessee Department of Labor
Safety awards earned by more than 30 ConAgra processing plants --
from the American Meat Institute, National Safety Council,
Arkansas Department of Labor, Minnesota Safety Council, Safety
Council of Greater St. Louis, Safety & Health Council of Greater
Omaha.
Top Supplier/Supplier of the Year Awards:
Armour Swift-Eckrich -- Wal-Mart, Super Valu, Roundy's
Casa de Oro Foods -- Taco Bell
Decker Foods -- Affiliated Food Southwest
Golden Valley Microwave Foods -- Wal-Mart
Klein-Berger Co. -- Hormel Foods
Lamb-Weston -- Named Supplier of the Year by International
Foodservice Distributors Association, All Kitchens of America,
Belca, Ben E. Keith, Grand Forks Grocery, Nugget Foods,
Pocahontas Foods, Ritz Foods, Rykoff Sexton, Sysco (L.A.
branch), Valley Foods, Valley Island Produce; three excellence
awards from Kraft Foodservice.
Top New Products:
Armour Premium Boneless Pork products, Meat, Marketing &
Technology magazine
Best Loaf, Healthy Choice Ice Cream, Healthy Choice Special
Creations, Food Business magazine
Steak Express, U.K.-based Leatherhead Foods' new products
competition
Wisconsin Governor's Award for Excellence in Waste Reduction
(HACCO, Inc., a United Agri Products company)
1995 Business Resource Recovery Alliance Award for Practical
Solutions to Waste Disposal Problems (ConAgra Frozen Foods --
Crozet, Va.)
Excellence in Manufacturing awards (United Agri Products' Platte
Chemical Co. -- Fremont, Neb., Greenville, Miss.), Ciba
Corporation, Solaris Group
Exhibit 21
Subsidiaries of Registrant
ConAgra, Inc. is the parent corporation owning 100% (unless
otherwise noted) of the voting securities of the following
subsidiaries as of May 28, 1995:
Jurisdiction of
Subsidiary Incorporation
Atwood-Kellogg Company Minnesota
Chun-King, Inc. Delaware
ConAgra Capital L. C. (indirectly controlled) Iowa
ConAgra Fertilizer Company (owns 100% of the
voting securities of one domestic corporation
engaged in the retail fertilizer business) Nebraska
ConAgra Foreign Sales Corporation, Inc. Guam
ConAgra International Fertilizer Company Delaware
ConAgra International, Inc. (owns 100% of
the voting securities of fifty-four foreign
and one domestic corporation, and 90.9% of
three foreign corporations, all engaged
principally in the worldwide commodities
trading business and the processing of beef,
wool and malt) Delaware
ConAgra International (Far East) Limited
(owns 100% of the voting securities of three
foreign corporations engaged principally in
the worldwide commodities trading business) Hong Kong
ConAgra International, S.A. Spain
ConAgra Pet Products Company Delaware
ConAgra Poultry Company Delaware
Country General, Inc. Delaware
Country Skillet Catfish Company Delaware
CTC North America, Inc. Delaware
Golden Valley Microwave Foods, Inc.
(owns 100% of the voting securities
of three foreign corporations engaged
in the development and marketing
of foods for preparation in microwave ovens) Minnesota
Hunt-Wesson, Inc. (owns 100% of the voting
securities of twenty-two domestic and three
foreign corporations engaged principally in
the production and marketing of retail,
foodservice and industrial food products) Delaware
Exhibit 21 (Continued)
Jurisdiction of
Subsidiary Incorporation
Klein/Berger Company California
Knott's Berry Farm Foods, Inc. California
Kurt A. Becher GmbH & Co. KG Germany
Lamb-Weston, Inc. (owns 100% of the voting
securities of three foreign and two domestic
corporations engaged in the potato products
business) Delaware
Miller Bros. Company, Inc. Utah
Molinos de Puerto Rico, Inc. Nebraska
Monfort, Inc. (owns 100% of the voting
securities of ten domestic corporations
engaged principally in the livestock feeding and
processing business) Delaware
Northwest Fabrics and Crafts, Inc. Delaware
Prairie Bean Company California
Superior Barge Lines Inc. (80% owned) Delaware
To-Ricos, Inc. Nebraska
United Agri Products, Inc. (owns 100% of
the voting securities of thirty-five domestic
and one foreign corporation engaged principally
in the agricultural chemicals business) Delaware
United Milling Systems AIS Denmark
The corporations listed above and on the previous pages are
included in the consolidated financial statements, which are a
part of this report.
ConAgra and its subsidiaries account for the following
investments using the equity method of accounting:
Saprogal (100% owned) Spain
Sapropor (99.9% owned) Portugal
Trident Seafoods Corporation
(50% owned as of May 28, 1995) Washington
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in all currently
effective Registration Statements of ConAgra, Inc. on Form S-3 and
on Form S-8 (including any Post Effective Amendments thereto) filed
on or before August 24, 1995, of the reports of Deloitte & Touche
LLP dated July 28, 1995, included in and incorporated by reference
in the Annual Report on Form 10-K of ConAgra, Inc. for the year
ended May 28, 1995.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 24, 1995
EXHIBIT 24
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 6
th day of July, 1995.
/s/ Charles M. Harper
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in Fact in his name,
place and stead to execute ConAgra's Annual Report Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Robert A. Krane
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
comstitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 29, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Gerald Rauenhorst
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28,1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Carl E. Reichardt
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended Nay 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Ronald W. Roskens
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and herebt ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Marjorie Scardino
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Walter Scott, Jr.
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ William G. Stocks
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Jane J. Thompson
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Frederick B. Wells
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28,1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Thomas R. Williams
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
6th day of July, 1995.
/s/ Clayton Yeutter
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