UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
CONAGRA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
205887102
(CUSIP Number)
David L. Hefflinger
McGrath, North, Mullin
& Kratz, P.C.
1400 One Central Park Plaza
Omaha, NE 68102
(402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 6, 1995
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of the cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
CUSIP NO. 205887102 13D
1. Name of Reporting Person
SS or IRS Identification Number of Above Person
Chemical Bank, as Trustee for the ConAgra, Inc. Employee
Equity Fund
2. Check the Appropriate Box if a Member of a Group
(a) (b)
3. SEC Use Only
4. Source of Funds
SC, CO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
0
Number of
Shares 8. Shared Voting Power
Beneficially
Owned by 17,734,421*
Reporting
Person
With 9. Sole Dispositive Power
0
10. Shared Dispositive Power
17,734,421*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,734,421*
12. Check Box if Aggregate Amount in Row 11 Excludes Certain
Shares
CUSIP NO. 205887102 13D
13. Percent of Class Represented by Amount in Row 11
Approximately 7.44% of voting securities
14. Type of Reporting Person
BK, EP
*Subject to Disclaimer
Item 1. SECURITY AND ISSUER
The filing of this Amendment No. 2 to Statement on Schedule
13D by the ConAgra, Inc. Employee Equity Fund (the "Trust") does
not constitute, and should not be construed as, an admission that
either the Trust or Chemical Bank, as trustee of the Trust (the
"Trustee"), beneficially owns any securities covered by this
Statement or is required to file this Statement. In this
connection, the Trust and the Trustee disclaim beneficial
ownership of the securities covered by this Statement.
The Trust filed an original Statement on Schedule 13D dated
August 13, 1992 and an Amendment No. 1 thereto dated April 15,
1993. This Amendment No. 2 (the "Amended Statement") amends
certain information contained in the Schedule 13D, as previously
amended.
The class of equity securities to which this Amended
Statement relates is the Common Stock, $5.00 par value (the
"Common Stock"), of ConAgra, Inc., a Delaware corporation
("ConAgra"). The principal executive offices of ConAgra are
located at One ConAgra Drive, Omaha, Nebraska 68102-5001.
Item 2. IDENTITY AND BACKGROUND
This Amended Statement is being filed by the Trust. The
business addresses of the Trust is Chemical Bank, 450 West 33rd
Street, New York, NY 10001-2697. The address of the Trustee is
450 West 33rd Street, 15th Floor, New York, NY 10001-2697. The
Trust is a trust organized under the laws of the State of New
York. The Trustee is a state chartered bank organized under the
laws of the State of New York.
During the past five years, neither the Trust nor the
Trustee has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
CUSIP NO. 205887102 13D
On August 6, 1992, ConAgra and the Trustee as Trustee for
the Trust, entered into a trust agreement creating the Trust (the
"Trust Agreement"). Pursuant to a stock purchase agreement dated
August 6, 1992 between ConAgra and the Trustee (the "Stock
Purchase Agreement"), the Trust on August 13, 1992 purchased
12,533,572 shares of authorized but previously unissued Common
Stock at $27.925 per share (the average closing price of the
Common Stock as reported in the WALL STREET JOURNAL for the five
trading days immediately preceding the day of purchase). The
Trust also purchased 11,517,397 additional shares of Common Stock
from ConAgra between September 16, 1992 and April 15, 1993
pursuant to Section 1.3 of the Stock Purchase Agreement for an
aggregate purchase price of approximately $350 million. Such
additional shares were purchased by the Trust at prices equal to
the prices (excluding commissions, transfer taxes and similar
costs) ConAgra paid for the shares on the open market. Such
purchase completed the obligations of the Trust under the Stock
Purchase Agreement to purchase shares from ConAgra.
On August 13, 1992, the trustee delivered to ConAgra cash in
the amount of $62,667,860 (previously contributed by ConAgra to
the Trust) and a revolving promissory note (the "Note") in the
amount of $287,332,138 (the balance of the purchase price of the
shares purchased on August 13, 1992). The principal amount of
the Note was increased to $637,332,131.44 with the additional
purchases of Common Stock from ConAgra by the Trust.
ConAgra will contribute cash to the Trust from time to time
which when added to the earnings of the Trust (primarily
dividends paid on the Common Stock) will be sufficient to enable
the Trust to pay when due the interest and principal payments on
the Note. If ConAgra fails to make a contribution, then a
corresponding amount of the principal of the Note will be
forgiven. Equal quarterly payments on the Note are made, or
forgiven, based on a 30-year amortization schedule with a final
payment of any accrued interest and principal remaining unpaid
upon termination of the Trust. The first payment forgiven
included an additional amount equal to interest accrued from the
date of issue of the Note to the first payment date.
Item 4. PURPOSE OF TRANSACTION
ConAgra advised the Trustee that the Trust was created to
provide assurance of the availability of the shares of Common
Stock necessary to satisfy certain of its obligations or those of
its subsidiaries' compensation and benefit plans (the "Plans"),
including incentive plans, stock purchase programs, savings
plans, retirement plans and stock option plans and not for the
purpose of preventing a change in control of ConAgra. As of
November 6, 1995, the Trust has released 6,316,548 shares of
Common Stock to the Plans.
ConAgra further advised the Trustee that ConAgra is advised
that the creation of the Trust could have certain antitakeover
effects. As of September 24, 1995, ConAgra had 238,471,961
shares of Common Stock outstanding. Based on this number, the
Trust holds approximately 7.44% of ConAgra's outstanding Common
Stock. Under the Delaware General Corporation Law ("DGCL"), a
CUSIP NO. 205887102 13D
merger requires the affirmative vote of a majority of the
outstanding shares. The sale of shares of Common Stock to the
Trust could thus make it more difficult for an acquiror to obtain
an affirmative merger vote without employee support. Similarly,
pursuant to Section 203 of the DGCL, an interested stockholder
(defined as one owning more than 15% of an issuer's stock) may
not engage in a business combination with an issuer for three
years after the date he becomes an interested stockholder unless
(1) prior to such date the board of directors approved the
business combination in question or transaction which resulted in
such holder becoming an interested stockholder or (2) on or after
such date, the business combination is approved by the board of
directors and the holders of two-thirds of the outstanding shares
not held by the interested stockholder or (3) the interested
stockholder acquired at least 85% of the issuer's voting stock in
the same transaction that resulted in his becoming an interested
stockholder.
A potential acquiror could find it more difficult to engage
in a business combination with ConAgra under the circumstances
described under Section 203 of the DGCL which require approval of
two-thirds of the outstanding shares without employee support
since the Trustee will vote the Common Stock and will tender or
exchange, or not tender or exchange, the Common Stock held by the
Trust in the same proportion and manner as the participants of
the Plans which are qualified under Section 401(k) of the
Internal Revenue Code of 1986 (the "401(k) Plans") direct the
trustees of the 401(k) Plans with respect to Common Stock held by
the 401(k) Plans.
Stock held by employee stock plans is excluded from the 85%
calculation under Section 203 of the DGCL unless the employees
have the right to determine confidentially whether shares held by
a plan will be tendered in a tender or exchange offer. The Trust
requires that voting and tendering instructions be held
confidential by the Trustee. Some or all of the Common Stock
held in the suspense account may be deemed held by employees of
the 401(k) Plans through the Trust and included in the 85%
calculation. Thus, a potential acquiror who has not received
ConAgra's Board of Directors approval prior to becoming an
interested stockholder could find it more difficult to attain an
85% ownership threshold unless he is able to induce some
employees to direct trustees of the 401(k) Plans to tender shares
to the potential acquiror.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
The Trust held 17,734,421 shares of Common Stock as of
November 6, 1995, as to which it may be deemed to have shared
voting and dispositive power. Shares of Common Stock acquired
pursuant to the Stock Purchase Agreement are held in the Trust's
suspense account and will be released as the Trust repays the
Note to ConAgra and will be allocated to certain of ConAgra's
employee benefit plans (the "Plans") in the manner set forth in
the Trust Agreement. As of November 6, 1995, the Trust has
released 6,316,548 shares of Common Stock to the Plans. ConAgra
has advised the Trustee that ConAgra's contributions to the Plans
CUSIP NO. 205887102 13D
will be decreased by the value of the shares allocated to the
Plans from the Trust.
The Trustee has no discretion in the manner in which the
Common Stock will be voted. The Trust Agreement provides that
the Trustee must vote all of the Common Stock held by the Trust
in the same proportion and manner as the participants of the
401(k) Plans direct the Trustees of the 401(k) Plans with respect
to the voting of the Common Stock held by the 401(k) Plans. The
Trust Agreement also provides that if a tender or exchange offer
is commenced for Common Stock, then the Trustee will tender or
exchange, or not tender or exchange, the Common Stock held by the
Trust in the same proportion and manner as the participants of
the 401(k) Plans direct the Trustees of the 401(k) Plans with
respect to Common Stock held by the 401(k) Plans. The Trust
Agreement further provides that all voting instructions and all
tender or exchange instructions received by the Trustee will be
held in confidence and not disclosed to any person, including
ConAgra.
The filing of this Statement on Schedule 13D by the Trust
does not constitute, and should not be construed as, an admission
that either the Trust or the Trustee beneficially owns any
securities covered by this Statement or is required to file this
Statement. In this connection, the Trust and the Trustee
disclaim beneficial ownership of the securities covered by this
Statement.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
ConAgra and the Trustee, as trustee for the Trust, have
entered into the Trust Agreement and the Stock Purchase
Agreement, and the Trustee, as trustee for the Trust, has issued
the Note to ConAgra. The Trust Agreement, the Stock Purchase
Agreement and the Note are described in Items 3 and 5 of this
Statement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Trust Agreement, dated as of August 6, 1992
between ConAgra and Chemical Bank as trustee for
the ConAgra, Inc. Employee Equity Fund Trust.*
(b) Stock Purchase Agreement, dated as of August 6,
1992 between ConAgra and Chemical Bank, as
trustee
for the ConAgra, Inc. Employee Equity Fund
Trust.*
(c) Revolving Promissory Note, dated as of August 6,
1992, issued to ConAgra by Chemical Bank as
trustee for the ConAgra, Inc. Employee Equity
Fund
Trust.*
*Previously filed
CUSIP NO. 205887102 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 20, 1995.
Chemical Bank
/s/ Kevin R. Cahill
By: Kevin R. Cahill
Its: Assistant Vice President
CUSIP NO. 205887102 13D
INDEX TO EXHIBITS
(a) Trust Agreement, dated as of August 6, 1992 between ConAgra
and
Chemical Bank as trustee for the ConAgra, Inc. Employee
Equity
Fund Trust.*
(b) Stock Purchase Agreement, dated as of August 6, 1992 between
ConAgra and Chemical Bank, as trustee for the ConAgra, Inc.
Employee Equity Fund Trust.*
(c) Revolving Promissory Note, dated as of August 6, 1992,
issued
to ConAgra by Chemical Bank as trustee for the ConAgra, Inc.
Employee Equity Fund Trust.*
*Previously filed.
