SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 16, 1995
Date of Report (Date of earliest event reported)
ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-7275 47-0248710
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One ConAgra Drive, Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 595-4000
Item 5. OTHER EVENTS.
On October 16, 1995, notice was given by ConAgra, Inc. that
it will redeem on November 30, 1995 all of the outstanding shares
of its $25 Class E Cumulative Convertible Voting Preferred Stock
at a redemption price of $25.48225 per share plus accrued and
unpaid dividends thereon to the redemption date. Holder of the
preferred stock may elect to convert any or all of the shares to
be redeemed into shares of ConAgra common stock at any time prior
to the close of business on November 29, 1995, at the rate of
1.017728 shares of common stock per share of preferred stock.
Based on current market prices, a holder of preferred stock who
converts will receive common stock with a market value greater
than the amount of cash the holder would receive upon redemption.
The Notice of Redemption is attached hereto as an exhibit.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99 Notice of Redemption.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CONAGRA, INC.
October 16, 1995 By: /s/ J. P. O'Donnell
__________________________
J. P. O'Donnell
Senior Vice President and
Chief Financial Officer
EXHIBIT 99
CONAGRA, INC.
NOTICE OF REDEMPTION
$25 CLASS E CUMULATIVE CONVERTIBLE VOTING PREFERRED STOCK
CUSIP NO. 205887 40 9
Redemption Date: November 30, 1995
Conversion Privilege expires: November 29, 1995
NOTICE IS HEREBY GIVEN by ConAgra, Inc., a Delaware
corporation (the "Company"), that it will redeem on November 30,
1995 (the "Redemption Date") all of the outstanding shares of its
$25 Class E Cumulative Convertible Voting Preferred Stock (the
"Preferred Stock"), pursuant to the provisions of the Certificate
of Designation relating to the Preferred Stock. The redemption
price is $25.76819 per share, representing a redemption price of
$25.48225 per share of Preferred Stock plus accrued and unpaid
dividends thereon through and including the Redemption Date (the
"Redemption Price").
From and after the close of business on the Redemption Date,
the Preferred Stock will no longer be deemed outstanding, the
right to receive dividends thereon will cease to accrue, and all
rights of the holders of the Preferred Stock as stockholders of
the Company will cease and terminate, except the right of the
holders of the Preferred Stock to receive payment of the
Redemption Price therefor, without interest, upon surrender, on
or after the Redemption Date, of certificates representing the
Preferred Stock.
Holders of shares of Preferred Stock may elect to convert
any or all of the shares to be redeemed into shares of the
Company's Common Stock, $5 par value per share (the "Common
Stock"), at any time prior to the close of business on November
29, 1995, at the rate of 1.017728 shares of Common Stock per
share of Preferred Stock. Payment of accrued and unpaid
dividends on the Preferred Stock to (but excluding) the
conversion date will be made upon conversion.
A Letter of Transmittal is enclosed for use in surrendering
Preferred Stock for conversion or redemption. The Letter of
Transmittal contains instructions that should be read and
followed carefully. The Letter of Transmittal must be properly
completed, signed and dated. Certificates representing the
Preferred Stock may be submitted pursuant to the Letter of
Transmittal either by mail or by hand at the address as set forth
in the Letter of Transmittal. The method of delivery of stock
certificates is at the option and risk of the holder of Preferred
Stock. If sent by mail, it is strongly recommended that
certificates be sent by registered mail, properly insured, with
return receipt requested.
The closing sale price of the Common Stock as reported on
the New York Stock Exchange Composite Tape on October 12, 1995,
was $40.00. SO LONG AS THE MARKET PRICE OF THE COMMON STOCK
EXCEEDS $25.32, A HOLDER OF PREFERRED STOCK WHO CONVERTS WILL
RECEIVE COMMON STOCK (AND CASH IN LIEU OF FRACTIONAL SHARES) WITH
A MARKET VALUE GREATER THAN THE AMOUNT OF CASH THE HOLDER WOULD
RECEIVE UPON REDEMPTION. Conversion will be effected only for
those Preferred Stock certificates received by Chemical Mellon
Shareholder Services, L.L.C. as Redemption Agent, at the address
set forth on the enclosed Letter of Transmittal prior to 5:00
p.m. New York City time, on November 29, 1995, accompanied by
properly completed and signed Letter of Transmittal indicating
that the holder of such Preferred Stock certificates elects
conversion.
The Company has been advised that, under present Federal
income tax laws, no taxable gain or loss will be recognized by
holders of Preferred Stock upon conversion of the Preferred Stock
into Common Stock, except for cash received in lieu of fractional
shares and cash received for accrued and unpaid dividends. Cash
received for accrued and unpaid dividends upon conversion will
generally be treated as an ordinary dividend. Gain or loss will
generally be recognized by holders of Preferred Stock whose
ownership interests in the Company (held both directly and
constructively) are completely terminated upon redemption of
their Preferred Stock. Holders of Preferred Stock should consult
their own tax advisors as to the tax consequences applicable to
them upon either conversion or redemption.
Any questions regarding the redemption or conversion of the
Preferred Stock, or requests for additional copies of the Letter
of Transmittal, should be directed to Georgeson & Company, Inc.
the Information Agent, at the address or phone number in the
Letter of Transmittal.
CONAGRA, INC.
Dated: October 16, 1995
