Registration No.
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONAGRA, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0248710
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Address of Principal Executive Offices) (Zip Code)
ConAgra 1995 Stock Plan
(Full Title of the Plan)
James P. O'Donnell, Senior Vice President
and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-595-4000
<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
=================================================================
Title of Amount to Proposed maxi- Proposed maxi- Amount of
securi- be regis- mum offering mum aggregate registra-
ties to be tered price per offering price tion fee
registered share
<S> <C> <C> <C> <C>
Common 11,000,000 $39.125 $430,375,000 $148,405.18
Stock
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and
low sales prices as reported in the consolidated reporting system on
September 25, 1995.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation by Certain Documents by Reference.
ConAgra, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 28, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the Company's fiscal year ended May 28, 1995.
(c) The description of the Company's common stock contained in
registration statements on Form 8-A filed under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and
to be a part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Pursuant to Article V of the Certificate of Incorporation of the
Company, the Company shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time, indemnify and
reimburse all persons whom it may indemnify and reimburse pursuant thereto.
No director shall be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director with respect to acts or
omissions occurring on or after September 18, 1986. A director shall
continue to be liable for (i) any breach of a director's duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law;
(iii) paying a dividend or approving a stock repurchase which would violate
Section 174 of the General Corporation Law of the State of Delaware; or
(iv) any transaction from which the director derived an improper personal
benefit.
The by-laws of the Company provide for indemnification of Company
officers and directors against all expenses, liability or losses reasonably
incurred or suffered by them to the extent legally permissible under the
Delaware General Corporation Law where any such person was, is, or
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact he was serving the Company in such capacity. Generally,
under Delaware law, indemnification will only be available where an officer
or director can establish that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company.
The Company also maintains a director and officer insurance policy
which insures the Company, its subsidiaries and their elected officers and
directors against damages, judgments, settlements and costs incurred by
reason of wrongful acts committed by such persons in their capacities as
officers and directors.
Item 8. Exhibits
4.1 - ConAgra 1995 Stock Plan
5 - Opinion of McGrath North Mullin & Kratz, P.C.
23.1 - Consent of McGrath North Mullin & Kratz, P.C.
(included in Exhibit 5)
23.2 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney for directors of the Company
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by the paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered thereon, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, and the State of Nebraska,
on this 28th day of September, 1995.
CONAGRA, INC.
/s/ P. B. Fletcher
P. B. Fletcher
Chairman of the Board and
Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on the 28th
day of September, 1995 by the following persons in the
capacities indicated.
Signature Title
/s/ P. B. Fletcher
Chairman of the Board and
P. B. Fletcher Chief Executive Officer
/s/ James P. O'Donnell
Senior Vice President and
James P. O'Donnell Chief Financial Officer
/s/ Kenneth DiFonzo
Vice President
Kenneth DiFonzo and Controller
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
* This Registration Statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by
each such person.
/s/ P. B. Fletcher
P. B. Fletcher
Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE
4.1 ConAgra 1995 Stock Plan.....................
5 Opinion of McGrath, North, Mullin
& Kratz, P.C................................
23.1 Consent of McGrath, North, Mullin
& Kratz, P.C. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP............
24 Powers of Attorney for directors
of the Company..............................
EXHIBIT 4.1
CONAGRA 1995 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the ConAgra 1995
Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster
and promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance
by means of stock incentives, (b) encouraging and providing for
the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the
services of a management team responsible for the long-term
financial success of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination
thereof, including Awards combining two or more types
of Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Human Resources Committee of the
Board, which shall consist of two or more members, each
of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 as promulgated under the Act.
(f) "Company" means ConAgra, Inc., a Delaware corporation
(and any successor thereto) and its Subsidiaries.
(g) "Director Award" means an award of Stock and an award
of a Nonstatutory Stock Option granted to each Eligible
Director pursuant to Section 7.1 without any action by
the Board or the Committee.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the closing
price of the Stock as reported on the New York Stock
Exchange (or on such other recognized market or
quotation system on which the trading prices of the
Stock are traded or quoted at the relevant time) on
such date. In the event that there are no Stock
transactions reported on such exchange (or such other
system) on such date, Fair Market Value shall mean the
closing price on the immediately preceding date on
which Stock transactions were so reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of
the Plan, an Option may be either (i) an Incentive
Stock Option within the meaning of Section 422 of the
Code or (ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the
Committee to participate in the Plan.
(m) "Plan" means the ConAgra 1995 Stock Plan, as in effect
from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted
to a Participant subject to such restrictions as the
Committee may determine.
(o) "Stock" means the Common Stock of the Company, par
value $5.00 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may
determine, to receive an amount in cash or Stock, as
determined by the Committee, equal to the excess of (i)
the Fair Market Value, as of the date such Stock
Appreciation Right is exercised, of the number shares
of Stock covered by the Stock Appreciation Right being
exercised over (ii) the aggregate exercise price of
such Stock Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company, which may be in lieu of cash
compensation otherwise receivable by the Participant or
in addition to such cash compensation, and includes
stock issued for service awards and other Employee
recognition programs.
(r) "Subsidiary" means any corporation, partnership, joint
venture or other entity in which the Company owns,
directly or indirectly, 25% or more of the voting power
or of the capital interest or profits interest of such
entity.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only
persons eligible to participate in the Plan shall be those
Employees selected by the Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types
of Awards to be granted, and the terms and conditions of any and
all such Awards. The Committee may establish different terms and
conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether
or not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions
deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan
in order to carry out its provisions and purposes.
Determinations, interpretations, or other actions made or taken
by the Committee pursuant to the provisions of the Plan shall be
final, binding, and conclusive for all purposes and upon all
persons. Notwithstanding anything else contained in the Plan to
the contrary, neither the Committee nor the Board shall have any
discretion regarding whether an Eligible Director receives a
Director Award pursuant to Section 7.1 or regarding the terms of
any such Director Award, including, without limitation, the
number of shares subject to any such Director Award.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 11,000,000 shares of Stock.
The shares to be delivered under the Plan may consist, in whole
or in part, of treasury Stock or authorized but unissued Stock,
not reserved for any other purpose. The maximum number of shares
of Stock with respect to which Awards may be granted to any one
Employee under the Plan is 10% of the aggregate number of shares
of Stock available for Awards under Section 5.1.
5.2 Cancelled, Terminated or Forfeited Awards. Any shares
of Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock
shall again be available for Awards under the Plan.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate
change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and
exercise price with respect to Options and the number, prices and
dollar value of other Awards, may be appropriately adjusted by
the Committee, whose determination shall be conclusive. If,
pursuant to the preceding sentence, an adjustment is made to the
number of shares of Stock authorized for issuance under the Plan,
a corresponding adjustment shall be made to the number of shares
subject to each Director Award thereafter granted pursuant to
Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to
Participants at such time or times as shall be determined by the
Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options.
The Committee shall have complete discretion in determining the
number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall
specify the type of Option granted, the exercise price, the
duration of the Option, the number of shares of Stock to which
the Option pertains, the exercisability (if any) of the Option in
the event of death, retirement, disability or termination of
employment, and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine.
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date
the Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that
written notice of exercise be given and that the Option price be
paid in full in cash or cash equivalents, including by personal
check, at the time of exercise or pursuant to any arrangement
that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) in Stock
already owned by the Participant valued at its Fair Market Value
on the date of exercise (if such Stock has been owned by the
Participant for at least six months) or (ii) by electing to have
the Company retain Stock which would otherwise be issued on
exercise of the Option, valued at its Fair Market Value on the
date of exercise. As soon as practicable after receipt of a
written exercise notice and full payment of the exercise price,
the Company shall deliver to the Participant a certificate or
certificates representing the acquired shares of Stock.
6.5 Incentive Stock Options. Notwithstanding anything in
the Plan to the contrary, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be
so exercised, so as to disqualify the Plan under Section 422 of
the Code, or, without the consent of any Participant affected
thereby, to cause any Incentive Stock Option previously granted
to fail to qualify for the Federal income tax treatment afforded
under Section 421 of the Code. In furtherance of the foregoing,
(i) the aggregate Fair Market Value of shares of Stock
(determined at the time of grant of each Option) with respect to
which Incentive Stock Options are exercisable for the first time
by an Employee during any calendar year shall not exceed $100,000
or such other amount as may be required by the Code, (ii) an
Incentive Stock Option may not be exercised more than three
months following termination of employment (except as the
Committee may otherwise determine in the event of death or
disability), and (iii) if the Employee receiving an Incentive
Stock Option owns Stock possessing more than 10% of the total
combined voting power of all classes of Stock of the Company, the
exercise price of the Option shall be at least 110% of Fair
Market Value and the Option shall not be exercisable after the
expiration of five years from the date of grant. An Incentive
Stock Option may be granted only to Employees who are employed by
the Company or a "subsidiary corporation" as defined in Section
425 of the Code.
SECTION 7
DIRECTOR AWARDS
7.1 Amount of Award. Each Eligible Director shall receive
annually (i) a grant of a Nonstatutory Stock Option for 4,500
shares of Stock and (ii) a grant of 900 shares of Stock from the
Company's treasury shares. Such grants shall be made each year
immediately following the annual meeting of Company stockholders
to those persons who are Eligible Directors immediately following
such meeting.
7.2 No Other Awards. An Eligible Director shall not
receive any other Award under the Plan.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's In Tandem with Options. Stock Appreciation
Rights may be granted to Participants in tandem with any Option
granted under the Plan, either at or after the time of the grant
of such Option, subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be
exercisable to the extent that the corresponding Option is
exercisable, and shall terminate upon termination or exercise of
the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.
8.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine.
SECTION 9
RESTRICTED STOCK
9.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such
amounts, and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. Each grant of
Restricted Stock shall be subject to such restrictions, which may
relate to continued employment with the Company, performance of
the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by a
written agreement setting forth the terms of such Award.
9.2 Removal of Restrictions. The Committee may accelerate
or waive such restrictions in whole or in part at any time in its
discretion.
SECTION 10
STOCK BONUSES
10.1 Grant of Stock Bonuses. The Committee may grant a
Stock Bonus to a Participant at such times and in such amounts,
and subject to such other terms and conditions not inconsistent
with the Plan, as it shall determine.
10.2 Effect on Compensation. The Committee may from time
to time grant a Stock Bonus in lieu of salary or cash bonuses
otherwise payable to a Participant.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section 11.1. The Board may not change
the Plan in a manner which would prevent outstanding Incentive
Stock Options granted under the Plan from being Incentive Stock
Options without the consent of the optionees concerned.
Furthermore, the Board may not make any amendment which would (i)
materially modify the requirements for participation in the Plan,
(ii) increase the number of shares of Stock subject to Awards
under the Plan pursuant to Section 5.1, or (iii) make any other
amendments which would cause the Plan not to comply with Rule
16b-3 under the Act, in each case without the approval of the
Company's stockholders. No amendment or modification shall
affect the rights of any Employee with respect to a previously
granted Award, nor shall any amendment or modification affect the
rights of any Eligible Director pursuant to a previously granted
Director Award.
11.2 Termination of Plan. No further Options shall be
granted under the Plan subsequent to September 30, 2005, or such
earlier date as may be determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 Nontransferability of Awards. No Awards granted under
the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution; provided, the Committee may
grant Options which are transferable, without payment of
consideration, to immediate family members of the Participant or
to trusts or partnerships for such family members, with any such
transferee subject to all conditions of the Option. Subject to
the preceding sentence, all rights with respect to Awards granted
to a Participant under the Plan shall be exercisable during the
Participant's lifetime only by such Participant and all rights
with respect to any Director Awards granted to an Eligible
Director shall be exercisable during the Director's lifetime only
by such Eligible Director.
12.2 Beneficiary Designation. Each Participant under the
Plan may from time to time name any beneficiary or beneficiaries
(who may be named contingent or successively) to whom any benefit
under the Plan is to be paid or by whom any right under the Plan
is to be exercised in case of his death. Each designation will
revoke all prior designations by the same Participant shall be in
a form prescribed by the Committee, and will be effective only
when filed in writing with the Committee. In the absence of any
such designation, Awards outstanding at death may be exercised by
the Participant's surviving spouse, if any, or otherwise by his
estate.
12.3 No Guarantee of Employment or Participation. Nothing
in the Plan shall interfere with or limit in any way the right of
the Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
12.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant or Eligible Director to remit
to the Company, an amount sufficient to satisfy federal, state,
and local withholding tax requirements on any Award under the
Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion,
permit a Participant to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise
issuable under the Plan withheld by the Company or (ii) to
deliver to the Company previously acquired shares of Stock, in
each case having a Fair Market Value sufficient to satisfy all or
part of the Participant's estimated total federal, state and
local tax obligation associated with the transaction.
12.5 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.
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 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 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 Plan, 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.
12.6 Company Intent. The Company intends that the Plan
comply in all respects with Rule 16b-3 under the Act, and any
ambiguities or inconsistencies in the construction of the Plan
shall be interpreted to give effect to such intention.
12.7 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required.
12.8 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the Company's
stockholders at the 1995 annual stockholders' meeting.
12.9 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Delaware.
EXHIBIT 5
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
Omaha, Nebraska 68102
(402) 341-3070
September 28, 1995
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 11,000,000 shares of common stock
(the "Common Stock"), $5.00 par value, of ConAgra, Inc., a
Delaware corporation (the "Company"), authorized for issuance
pursuant to the ConAgra 1995 Stock Plan (the "Plan"), we have
examined such corporate records and other documents, including
the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission relating to such shares (the
"Registration Statement"), and have reviewed such matters of law
as we have deemed necessary for this opinion. Based on such
examination, we advise you that in our opinion:
1. The Company is a corporation duly organized and
existing under the laws of the State of Delaware.
2. Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to
11,000,000 shares of Common Stock by the Company, and when issued
as contemplated in the Registration Statement and related
documents, such shares will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
MCGRATH, NORTH, MULLIN & KRATZ,
P.C.
/s/ David L. Hefflinger
By:
David L. Hefflinger
EXHIBIT 23.2
Consent of Deloitte & Touche LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of ConAgra, Inc. on Form S-8 of the reports of Deloitte
& Touche LLP dated July 28, 1995, appearing in and incorporated
by reference in the Annual Report on Form 10-K of ConAgra, Inc.
for the year ended May 28, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
September 26, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Carl E. Reichardt
______________________________
CARL E. REICHARDT, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Ronald W. Roskens
______________________________
RONALD W. ROSKENS, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Philip B. Fletcher
______________________________
PHILIP B. FLETCHER, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Robert A. Krane
______________________________
ROBERT A. KRANE, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Clayton K. Yeutter
______________________________
CLAYTON K. YEUTTER, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ C. M. Harper
______________________________
C. M. HARPER, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Gerald Rauenhorst
______________________________
GERALD RAUENHORST, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, her true and lawful attorney-in-fact and agent,
with full power to act for her and in her name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Marjorie Scardino
______________________________
MARJORIE SCARDINO, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Walter Scott, Jr.
______________________________
WALTER SCOTT, JR., Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ William G. Stocks
______________________________
WILLIAM G. STOCKS, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, her true and lawful attorney-in-fact and agent,
with full power to act for her and in her name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Jane J. Thompson
______________________________
JANE J. THOMPSON, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Frederick B. Wells
______________________________
FREDERICK B. WELLS, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints P. B. Fletcher and J. P. O'Donnell, or
either of them, his true and lawful attorney-in-fact and agent,
with full power to act for him and in his name, place and stead,
in any and all capacities, to do any and all acts and things and
execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable ConAgra, Inc. to comply
with the Securities Act of 1933, as amended, and any rules
regulations and requirements of the Securities Exchange
Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of this
Corporation, which may be offered for sale or sold under the
ConAgra 1995 Stock Plan, including specifically, but without
limiting the generality of the foregoing, power and authority to
sign the name of ConAgra, Inc. and the name of the undersigned
Director to the registration statement, any amendments thereto,
and to any instruments and documents filed as part of or in
connection with said registration statement or amendments
thereto; and the undersigned hereby ratifies and confirms all
that said attorney and agent shall do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 28th day of September, 1995.
/s/ Thomas R. Williams
______________________________
THOMAS R. WILLIAMS, Director
