Registration Statement No. 33-_________
Securities and Exchange Commission
Washington, D.C. 20549
___________________
Form S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James P. O'Donnell
Senior Vice President and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________
Copies to:
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
Suite 1400, One Central Park Plaza
Omaha, Nebraska 68102
__________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration statement
becomes effective.
If the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
If any of the securities being registered on this form are
being offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
Title of Securities to be Maximum Maximum Registration
to be Registered Registered Offering Aggregate Fee
Price Per Offering
Share (1) Price (1)
<S> <C> <C> <C> <C>
Common Stock ($5
par value) . . . . 1,461,677 39.125 57,188,113 19,720.04
<FN>
(1) Estimated for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the price of ConAgra's
Common Stock on the New York Stock Exchange Composite Tape on
September 25, 1995.
</TABLE>
_____________________
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
1,461,677 Shares of
ConAgra, Inc.
Common Stock
($5.00 Par Value)
_________________________
All 1,461,677 shares of Common Stock of ConAgra, Inc.
("ConAgra") offered in this Prospectus may be offered for sale
from time to time by and for the account of a certain stockholder
of ConAgra (the "Selling Stockholder") or by pledgees, donees,
transferees or other successors in interest of such Selling
Stockholder. See "Selling Stockholder". Such sales may be made
on one or more exchanges, in the over-the-counter market or
otherwise, at prices and at terms then prevailing, at prices
related to the then current market price or in negotiated
transactions. See "Plan of Distribution".
ConAgra will not receive any of the proceeds of any sale of
the shares of Common Stock. All expenses relating to
distribution of the shares of Common Stock are to be borne by
ConAgra, other than selling commissions and fees of counsel to
the Selling Stockholders. ConAgra's Common Stock is listed on
the New York Stock Exchange.
________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________________
October ___, 1995
No person is authorized in connection with the offering made
hereby to give any information or to make any representation not
contained or incorporated by reference in this Prospectus and any
information or representation not contained or incorporated
herein must not be relied upon as having been authorized by
ConAgra or the Selling Stockholder. This Prospectus is not an
offer to sell, or a solicitation of an offer to buy, by any
person in any jurisdiction in which it is unlawful for such
person to make such offer or solicitation. This Prospectus does
not constitute an offer of any Common Stock to any person in any
circumstances where such offer would be unlawful.
AVAILABLE INFORMATION
ConAgra is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). The Registration Statement (as defined
below), of which this Prospectus forms a part, as well as
reports, proxy statements and other information filed by ConAgra,
may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511 and 7 World Trade Center, New York, New York 10048. Copies
of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports and other information
concerning ConAgra can also be inspected at the office of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
ConAgra has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933 with respect to the Common Stock being
offered pursuant to this Prospectus. This Prospectus does not
contain all information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. The Registration Statement
may be inspected and copied at the public reference facilities
maintained by the Commission at the address set forth in the
preceding paragraph. Statements contained herein concerning the
provisions of any documents are not necessarily complete and, in
each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the
Commission, are hereby incorporated by reference:
1. Annual Report on Form 10-K of ConAgra for the fiscal
year ended May 28, 1995; and
2. The description of Common Stock contained in ConAgra's
registration statement filed pursuant to the Exchange
Act, and any amendment or report filed for the purpose
of updating such description.
All documents filed by ConAgra after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all Common Stock offered hereby has been
sold or which deregisters such stock then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof from the date of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements as
modified or superseded shall be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
ConAgra will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference in this Prospectus (other
than certain exhibits to such documents). Requests for such
documents may be made by writing ConAgra, Inc., One ConAgra
Drive, Omaha, Nebraska 68102-5001 (Attention: Secretary) or by
calling (402) 595-4000.
THE COMPANY
ConAgra is a diversified food company operating across the
food chain in three industry segments: Food Inputs &
Ingredients, Refrigerated Foods and Grocery/Diversified Products.
In the Food Inputs & Ingredients segment, ConAgra's major
crop inputs business distributes crop protection chemicals and
fertilizers at wholesale and retail levels. ConAgra's joint
ventures with DuPont develop products for agricultural and
industrial markets. ConAgra also operates more than 200 farm and
fabrics and crafts stores. In the ingredients sector, ConAgra
primarily processes, distributes and trades ingredients for food
products and meat and poultry production. ConAgra's grain
processing businesses include flour, oat and dry corn milling,
tortilla manufacturing, barley malting, specialty food ingredient
manufacturing and marketing, and feed ingredient merchandising.
ConAgra internationally trades grain, dry edible beans and peas,
fertilizer and other commodities. ConAgra has Inputs &
Ingredients operations in Canada, Australia, Europe, Asia and
Latin America, as well as in the U.S.
In the Refrigerated Foods segment, ConAgra produces and
markets branded processed meats and deli meats, fresh meat,
poultry products, and cheese products for retail and foodservice
markets. ConAgra processed meat products include hot dogs,
bacon, ham, sausages, cold cuts, turkey products and kosher
products. ConAgra fresh meat products include beef, pork and
lamb. ConAgra's poultry businesses include chicken and turkey
products. ConAgra's cheese business includes cheese products and
dessert toppings. Refrigerated Foods brands include Armour,
Butterball, Cook's, County Line, Country Pride, Decker, Eckrich,
Healthy Choice, Hebrew National and Swift Premium. ConAgra owns
approximately 91% of Australia Meat Holdings Pty Ltd., a major
Australian beef processor and exporter.
The Grocery/Diversified Products segment includes two major
business groups. ConAgra Grocery Products Cos. branded consumer
food businesses produce shelf-stable and frozen foods for retail
and foodservice markets. Products include tomato products,
cooking oils, popcorn, soup, puddings, canned beans, cocoa mixes,
peanut butter, ethnic products, dinners, entrees and fried
chicken. ConAgra's Diversified Products Cos. include a major
potato products business, a private label consumer products
business, a seafood business and a pet products business. These
businesses serve foodservice and retail markets.
Grocery/Diversified Products brands include Act II, Banquet,
Healthy Choice, Hunt's, La Choy, Marie Callender's, Orville
Redenbacher's, Peter Pan, Snack Pack, Swiss Miss, Van Camp's and
Wesson.
Acquisitions have contributed substantially to ConAgra's
sales and earnings growth, both in the years of acquisition and
in subsequent years. Major acquisitions have included United
Agri Products, Banquet Foods, Country Pride Foods, Peavey
Company, Monfort of Colorado, the Morton, Chun King and Patio
frozen foods businesses, SIPCO (formerly Swift Independent
Packing Company), the assets of Armour Food Company, Pillsbury's
grain merchandising business, eight U.S. flour mills acquired
from International Multifoods, Beatrice Company, the assets of
Elders' malt and wool business in Australia, approximately 91% of
Elders' beef business in Australia, Golden Valley Microwave
Foods, Universal Frozen Foods, MC Retail Foods and Van Camp's
canned bean and Wolf Brand chili businesses. ConAgra anticipates
that it will continue to grow internally and through
acquisitions.
ConAgra began a process during fiscal 1995 of divesting
certain non-core businesses. Completed divestitures include
businesses involved in futures brokerage, mail-order food
marketing, home sewing accessories, veal products, sulphur
processing and cheese distribution. ConAgra also reduced its
ownership interest in Trident Seafood Corporation from 50% to
approximately 10%. ConAgra expects that the ultimate gain or
loss on the divestiture program will not be significant to
ConAgra's results of operations.
Certain of ConAgra's businesses are subject to significant
variation in performance as a consequence of seasonal, cyclical
or other industry conditions. For example, ConAgra's pesticides
and fertilizer business is seasonal; sales are strongest during
planting and growing seasons and profits can be positively or
adversely affected by weather during those seasons. The poultry
industry has traditionally been cyclical, with margins expanding
and contracting as production contracts and expands. ConAgra's
international trading businesses' results are affected by
political, economic and environmental factors which influence
commodity prices and markets. In the short to intermediate term,
ConAgra's reported earnings can be favorably or unfavorably
impacted in a material way if industry conditions in a number of
businesses are either positive or negative at the same time.
ConAgra's principal executive office is located at One
ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-
4000.
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of ConAgra consists of
1,200,000,000 shares of ConAgra Common Stock, par value $5.00 per
share; 150,000 shares of ConAgra Class B Preferred Stock, $50.00
par value; 250,000 shares of ConAgra Class C Preferred Stock,
$100.00 par value; 1,100,000 shares of ConAgra Class D Preferred
Stock, without par value; and 16,550,000 shares of ConAgra Class
E Preferred Stock, without par value.
Class B Preferred Stock, Class C Preferred Stock, Class D
Preferred Stock and Class E Preferred Stock are issuable in one
or more series created by the Board of Directors of ConAgra,
which in creating any such series is given authority to fix the
voting rights, dividend rate, redemption provisions, liquidation
preferences and conversion provisions. On August 4, 1995, there
were outstanding 242,486,592 shares of Common Stock, 26,192
shares of Class D Preferred Stock and 12,643,570 shares of $25
Class E Preferred Stock. No shares of Class B Preferred Stock or
Class C Preferred Stock are currently issued and outstanding.
Dividends on ConAgra Capital Stock
Common Stock Dividend Policy. ConAgra has paid cash
dividends on its Common Stock each year since 1976. ConAgra
presently intends to continue to pay quarterly cash dividends on
Common Stock and that dividend payments, over time, will average
in the range of 30 to 35 percent of cash earnings. The payment
of dividends and their amount will however, be dependent upon
ConAgra's earnings, financial position, cash requirements and
other relevant factors, including the satisfaction of preferred
stock dividend requirements.
Dividend Rights. The Board of Directors may declare and pay
dividends on Common Stock out of surplus or net earnings. The
Class D Preferred Stock and Class E Preferred Stock currently
issued and outstanding are equally preferred as to the payment of
dividends and are preferred over the Common Stock as to the
payment of dividends. Any additional issuance of Class B
Preferred Stock, Class C Preferred Stock, Class D Preferred Stock
or Class E Preferred Stock would likely contain provisions
granting the shares so issued a preference over the Common Stock
as to the payment of dividends.
Common Stock
Holders of outstanding Common Stock are entitled to one vote
for each share. Upon liquidation, the holders of Common Stock
are entitled to share ratably in assets available for
distribution to stockholders after satisfaction of any
liquidation preferences of any outstanding preferred stock. The
issuance of any additional series of preferred stock in future
financings, acquisitions or otherwise may result in dilution of
voting power and relative equity interest of the holders of
shares of Common Stock and will subject the Common Stock to the
prior dividend and liquidation rights of the outstanding shares
of the series of preferred stock.
The shares of Common Stock to be offered hereunder are fully
paid and non-assessable. The Common Stock has no conversion
rights nor are there any redemption or sinking fund provisions
with respect to such stock. Holders of Common Stock have no pre-
emptive right to subscribe for or purchase any additional stock
or securities of ConAgra.
Class D Preferred Stock
Holders of outstanding Class D Preferred Stock are entitled
to one vote for each share and vote as a single class with the
holders of Common Stock at annual or special meetings. Each
share of Class D Preferred Stock has a cumulative annual dividend
rate of $2.50. Each share of Class D Preferred Stock is
convertible, at the option of its holder and subject to certain
antidilution provisions, to 6.9323 shares of Common Stock. Each
share of Class D Preferred Stock is redeemable by ConAgra at its
option at any time and is subject to mandatory redemption in
certain circumstances.
In the event of liquidation, the holders of shares of Class
D Preferred Stock are entitled to receive in full out of assets
of ConAgra, including its capital, the amount of $25 per share
plus accrued and unpaid dividends before any amount may be paid
or distributed to holders of Common Stock.
Class E Preferred Stock
Holders of outstanding $25 Class E Preferred Stock are
entitled to .17 votes for each share and vote as a single class
with the holders of Common Stock at annual or special meetings.
Each share of $25 Class E Preferred Stock has a cumulative annual
dividend rate of $1.6875. Each share of $25 Class E Preferred
Stock is convertible, at the option of its holder and subject to
certain antidilution provisions, to 1.017728 shares of Common
Stock.
Each share of $25 Class E Preferred Stock is redeemable by
ConAgra at its option beginning August 14, 1995 at the redemption
price of $25.48225 prior to August 14, 1996, $25.241 from August
14, 1996 through August 13, 1997 and $25.00 thereafter, in each
case plus accrued and unpaid dividends. The $25 Class E
Preferred Stock, if not previously converted, must be redeemed by
ConAgra on August 14, 2002 at $25 per share plus accrued and
unpaid dividends. Holders of $25 Class E Preferred Stock are
entitled to demand redemption at $25.00 per share in the event
(i) any person becomes a beneficial owner of more than 50% of the
Common Stock or securities constituting more than 50% of the
total voting power of all ConAgra securities, (ii) ConAgra sells
or otherwise disposes of all or substantially all of its assets,
or (iii) ConAgra repurchases or effects a dividend or
distribution in respect of the Common Stock in an amount that
exceeds 30% of the aggregate fair market value of the Common
Stock with certain exceptions.
In the event of liquidation, the holders of shares of $25
Class E Preferred Stock are entitled to receive in full out of
assets of ConAgra, including its capital, the amount of $25.00
plus accrued and unpaid dividends before any amount may be paid
or distributed to holders of Common Stock.
In the event dividends of the $25 Class E Preferred Stock
are in arrears for six or more quarterly installments or ConAgra
has not redeemed the $25 Class E Preferred Stock on mandatory
redemption dates, then holders thereof have the right to elect
two members of the Board of Directors of ConAgra until such
dividends have been paid in full or declared and set apart for
payment and the mandatory redemption has been performed or all
funds necessary therefor have been set apart for payment.
Voting Rights in Certain Cases
Article XIV of the ConAgra Certificate of Incorporation
requires, with certain exceptions, a 75% affirmative vote of
ConAgra's stock to approve (i) a merger or consolidation with,
(ii) the issuance or transfer of securities of ConAgra in
exchange for assets, securities or cash to, or (iii) the sale of
all or a substantial part of the assets of ConAgra to another
person, corporation or other entity, that owns beneficially,
directly or indirectly, 5% or more of ConAgra's outstanding
capital stock entitled to vote generally in the election of
directors. The 75% voting requirement does not apply if a
majority of the outstanding shares of all classes of capital
stock of such other corporation entitled to vote generally in the
election of directors, considered as one class, is owned of
record or beneficially by ConAgra or its subsidiaries, the
transaction was approved by a majority of ConAgra's Board of
Directors prior to the time that the other entity became a
beneficial owner of 5% or more of ConAgra's outstanding shares,
or if the transaction is approved by a three-fourths vote of
ConAgra's Board of Directors at any time prior to its
consummation.
Article XV of the ConAgra Certificate of Incorporation
requires the approval of 95% of ConAgra's stock entitled to vote
in the election of directors, voting as one class, for any
business combination with any other entity, if, as of the
applicable record date, such other entity is the beneficial owner
directly or indirectly of 30% of the outstanding shares of
ConAgra stock entitled to vote. Such 95% voting requirement
shall be inapplicable if certain fair price, dividend, proxy, and
other procedures detailed in such Article XV have been observed
by such other entity since it acquired 30% control. Article XV
cannot be amended, altered, changed or repealed without a 95%
vote of all stockholders of ConAgra entitled to vote in an
election of directors, considered as one class, unless such
amendment, alteration, change or repeal is recommended to the
stockholders by a vote of 80% of the directors who would be
eligible to serve as "continuing directors" as that term is
defined in Article XV.
Article XVI of the ConAgra Certificate of Incorporation
prescribes relevant factors, including social and economic
effects on employees, customers, suppliers and other constituents
of ConAgra, to be considered by the Board of Directors when
reviewing any proposal by another corporation to acquire or
combine with ConAgra.
Article XVII of the ConAgra Certificate of Incorporation
requires that any action required or permitted to be taken by
ConAgra's stockholders must be effected at a duly called annual
or special meeting of the stockholders and may not be effected by
a consent in writing by such stockholders.
Article XVIII of the ConAgra Certificate of Incorporation
provides in general that any direct or indirect purchase by
ConAgra or any subsidiary of ConAgra of any of its Voting Stock
(as defined in Article XVIII), or rights to acquire Voting Stock,
known to be beneficially owned by any person or group that holds
more than 3% of a class of its Voting Stock (an "Interested
Stockholder") and that has owned the securities being purchased
for less than two years, must be approved by the affirmative vote
of at least a majority of the votes entitled to be cast by the
holders of the Voting Stock (excluding Voting Stock held by an
Interested Stockholder). Article XVIII is intended to prevent
"greenmail", which is a term used to describe the accumulation of
a block of a corporation's stock by a speculator and the
subsequent attempt by the speculator to coerce the corporation
into repurchasing its shares, typically at a substantial premium
over the market price.
Article VII requires that the ConAgra Board of Directors
consist of nine to sixteen members divided into three classes of
as nearly equal size as possible. The terms of the directors are
staggered such that the terms of approximately one-third of the
directors expire at each annual election of directors. The
provisions of Article VII may not be amended without (i) the
affirmative vote of 80% of all outstanding voting stock or (ii)
the affirmative vote of a majority of outstanding voting stock
and the affirmative vote of at least 75% of the Board of
Directors.
Article VII, Article XIV, Article XV, Article XVI, Article
XVII and Article XVIII may be deemed to have anti-takeover
effects. Such provisions may discourage or make more difficult
an attempt by a stockholder or other entity to acquire control of
ConAgra or to remove management. Furthermore, the provision for
a classified Board of Directors may make more difficult the
removal of directors, even when such removal is considered
desirable.
Rights Dividend
On July 10, 1986 the Board of Directors of ConAgra adopted a
stockholders rights plan (as amended, the "Rights Agreement") and
declared a dividend of one common share purchase right (the
"Rights") on each outstanding share of Common Stock for
stockholders of record on July 25, 1986. The Rights will expire
on July 24, 1996. The Rights are represented by the Common Stock
certificates and are not exercisable or transferable apart from
the Common Stock certificates except upon the occurrence of
certain events described below. Pursuant to the Rights
Agreement, the exercise price and the number of shares of Common
Stock issuable are subject to adjustment in the event of stock
splits, stock dividends and certain other distributions. All
shares of Common Stock issued between July 25, 1986 and the
earlier of (i) July 24, 1996, (ii) the date on which the Rights
are redeemed or (iii) a date generally ten days after a Share
Acquisition Date, will receive a Right.
After the Rights become exercisable and until such time as
the Rights expire or are redeemed, each right entitles the holder
to purchase one share of Common Stock a purchase price of $44.45
per share. The Rights become exercisable on the earlier to occur
of (i) ten days following announcement that a person or group
(the "Acquiring Person") has acquired 20% or more of the Common
Stock (the date of such announcement being called the "Share
Acquisition Date") or (ii) ten days following the commencement of
(or announcement of an intention to make) a tender offer for 30%
or more of the Common Stock.
In the event that any person or group becomes an Acquiring
Person, the Rights Agreement provides that each holder of a Right
(other than an Acquiring Person) will thereafter have the right
to receive, upon exercise, shares of Common Stock having a value
of twice the exercise price of the Right.
In the event that (i) ConAgra engages in a merger or other
business combination transaction in which ConAgra is not the
surviving company, or (ii) 50% or more of ConAgra's assets or
earning power is sold, the Rights Agreement provides that each
holder of a Right shall thereafter have the right to receive,
upon exercise, shares of common stock of the acquiring company
having a value of twice the exercise price of the Right.
At any time on or prior to the Share Acquisition Date,
ConAgra may redeem the Rights at a redemption price of $.0111 per
Right.
The Rights are principally designed to address ConAgra's
potential vulnerability to coercive takeover attempts which are
not in all stockholders' best interests, including market
accumulations, partial tender offers and front-end loaded two-
tier tender offers, to give the Board of Directors increased
flexibility, and to put the Board of Directors in a stronger
position for negotiating to enhance the value of the Common Stock
for all stockholders. However, some stockholders may find the
Rights disadvantageous to the extent that the Rights may
discourage offers for less than all of the outstanding Common
Stock that are not approved by the Board of Directors.
SELLING STOCKHOLDER
The shares of Common Stock offered in this Prospectus are
owned by the following ConAgra stockholder (the "Selling
Stockholder") in the amounts indicated below.
Selling Stockholder Shares of ConAgra Common Stock
Knott's Berry Farm Partnership 1,461,677
The Selling Stockholder acquired the shares of Common Stock
pursuant to an Agreement and Plan of Merger dated May 19, 1995
(the "Merger Agreement") among ConAgra, the Selling Stockholder
and Knott's Berry Farm Foods, Inc., pursuant to which the Knott's
Berry Farm Foods, Inc. was merged into ConAgra.
As of September 28, 1995, 45,677 shares of Common Stock
owned by the Selling Stockholder were held in escrow for the
benefit of ConAgra pursuant to the Merger Agreement. Such shares
of stock bear appropriate legends and will not be available for
sale under this Prospectus unless and until the shares are
released from the escrow pursuant to the terms thereof.
PLAN OF DISTRIBUTION
The Common Stock offered in this Prospectus may be offered
from time to time on the New York Stock Exchange, on other
exchanges onwhich the Common Stock maybe listed, in the over-the-
counter market or in other ways not involving market-makers or
established trading markets, including direct sales to purchasers
or sales effected through agents, at prices and at terms then
prevailing, at prices related to the then current market price or
in negotiated transactions. The shares may be sold by one or
more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary
brokerage transactions and transactions in which the broker or
dealer solicits purchasers; and (e) by bona fide pledgees of
shares pursuant to loan and pledge agreements with the Selling
Stockholder. Brokers or dealers will receive commissions or
discounts from the Selling Stockholder in amounts to be
negotiated by the Selling Stockholder.
EXPERTS
The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from
ConAgra's Annual Report on Form 10-K for the year ended May 28,
1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as
experts in accounting and auditing.
Documents incorporated herein by reference in the future
will include financial statements, related schedules (if
required) and auditors' reports, which financial statements and
schedules will have been examined to the extent and for the
period set forth in such reports by the firm or firms rendering
such reports, and, to the extent so examined and consent to
incorporation by reference is given, will be incorporated herein
by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock
offered hereby was passed upon for ConAgra by McGrath, North,
Mullin & Kratz, P.C., Omaha, Nebraska 68102.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following sets forth estimated expenses to be incurred
by ConAgra in connection with the offering described in this
Registration Statement:
Item Amount
Registration Fee $19,720
Printing Expenses $ 500 *
Accounting Fees and Expenses $ 3,500 *
Legal Fees and Expenses $10,000 *
Miscellaneous Expenses $ 280 *
_______
TOTAL $34,000
_____________
*Estimated
Item 15. Indemnification of Directors and Officers.
Pursuant to Article V of the Certificate of Incorporation of
ConAgra, ConAgra 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 indemnity
and reimburse pursuant thereto. No director shall be liable to
ConAgra 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 or
loyalty to ConAgra 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 ConAgra provide for indemnification of
ConAgra officers and directors against all expenses, liabilities
or losses reasonably incurred or suffered by them, including
liability arising under the Securities Act of 1933, to the extent
legally permissible under Section 145 of the General Corporation
Law of the State of Delaware where any such person was, is, or is
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 such person was serving
ConAgra in such capacity. Generally, under Delaware law,
indemnification will only be available where an officer or
director can establish that such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interests of ConAgra.
ConAgra also maintains a director and officer insurance
policy which insures the officers and directors of ConAgra and
its subsidiaries against damages, judgments, settlements and
costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as officers and directors.
Item 16. List of Exhibits.
Exhibit 4.1 ConAgra's Certificate of Incorporation, as
amended, incorporated herein by reference to
ConAgra's Quarterly Reports on Form 10-Q for the
quarters ended August 25, 1991 and August 30, 1992
and Current Report on Form 8-K dated May 7, 1992.
Exhibit 4.2 ConAgra's By-Laws, as amended, incorporated herein
by reference to ConAgra's Annual Report on Form
10-K for the year ended May 28, 1995.
Exhibit 4.3 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 1, 1991,
incorporated herein by reference to ConAgra's
Annual Report on Form 10-K dated May 28, 1995.
Exhibit 4.4 Form of Common Stock Certificate.
Exhibit 4.5 Certificate of Designation with respect to the $25
Class E Preferred Stock incorporated herein by
reference to ConAgra's Current Report on Form 8-K
dated May 7, 1992.
Exhibit 5 Opinion of McGrath, North, Mullin & Kratz, P.C.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of McGrath, North, Mullin & Kratz, P.C.
(included in Exhibit 5).
Exhibit 24 Powers of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement 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.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934
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.
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the 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 controlling precedent,
submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is
against public policy as expressed in the 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, ConAgra, Inc., a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on the 29th day of September, 1995.
CONAGRA, INC.
/s/ Philip B. Fletcher
By:_________________________
Philip B. Fletcher
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 29th day of
September, 1995.
Signature Title
/s/ Philip B. Fletcher
_______________________________ Chief Executive Officer
Philip B. Fletcher
/s/ James P. O'Donnell
_______________________________ Senior Vice President
James P. O'Donnell and Chief Financial Officer
/s/ Kenneth W. DiFonzo
_______________________________ Vice President and Controller
Kenneth W. DiFonzo (Principal Accounting Officer)
C. M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. 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 the
Registration Statement on behalf of each of the persons
indicated. A Power-of-Attorney authorizing Philip B.
Fletcher to sign this Registration Statement on behalf of
each of the indicated Directors of ConAgra, Inc. is filed
herewith as Exhibit 24.
/s/ Philip B. Fletcher
By: ____________________________
Philip B. Fletcher
Attorney-In-Fact
INDEX OF EXHIBITS
Page
Number Description No.
Exhibit 4.1 ConAgra's Certificate of
Incorporation, as amended,
incorporated herein by reference to
ConAgra's Quarterly Reports on Form
10-Q for the quarters ended
August25, 1991 and August 30, 1992
and Current Report on Form 8-K
dated May 7, 1992.
Exhibit 4.2 ConAgra's By-Laws, as amended,
incorporated herein by reference to
ConAgra's Annual Report on Form 10-
K for the year ended May 28, 1995.
Exhibit 4.3 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 1, 1991, incorporated
herein by reference to ConAgra's
Annual Report on Form 10-K dated
May 28, 1995.
Exhibit 4.4 F o r m o f C o m m o n S t o c k
Certificate...................................
Exhibit 4.5 Certificate of Designation with
respect to the $25 Class E
Preferred Stock incorporated herein
by reference to ConAgra's Current
Report on Form 8-K dated May 7,
1992.
Exhibit 5 Opinion of McGrath, North, Mullin & Kratz, P.C..
Exhibit 23.1 Consent of Deloitte & Touche LLP................
Exhibit 23.2 Consent of McGrath, North, Mullin &
Kratz, P.C. (included in Exhibit
5.)
Exhibit 24 Powers of Attorney..............................
EXHIBIT 4.4
CONAGRA, INC.
COMMON STOCK
This Certifies that See Reverse For Certain Definitions
CUSIP 205887 10 2
is the owner of
Full paid and non-assessable shares, of the common stock, with a par
value of $5.00 per share
of ConAgra, Inc: transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all provisions
of the Certificate of Incorporation of the Corporation and all amendments
thereto (copies of which are on file with the Corporation) to all of
which the holder by acceptance hereof assents. This Certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
Secretary Chairman of the Board
Countersigned and registered:
Chemical Bank
Transfer Agent and Registrar,
By
Authorized Officer
Incorporated Under the Laws of the State of Delaware
[Graphic Material consisting of the corporate seal and a statuary image
holding horn of plenty amid fields of agricultural plenty]
CONAGRA, INC.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT --
______Custodian________
(Cust)
(Minor)
TEN ENT -- as tenants by under Uniform Gifts to Minors Act
_____________
the entireties
(State)
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
___________________________________________________________________________
____
The corporation will furnish to any stockholder upon request and without
charge, a further statement of the designations, preferences, limitations,
and relative rights of shares of each class to be issued and the variations
in the relative rights and preferences between the shares of each series
within each class so far as the same have been fixed and determined, and
the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series of stock. Requests may be
directed to the Secretary of the Corporation, One ConAgra Drive, Omaha,
Nebraska 68102-5001.
For value received __________________ hereby sell, assign and transfer
unto
Please insert social security or other identifying number of assignee
______________________________
__________________________________________________________________________
__________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee
__________________________________________________________________________
__________________________________________________________________________
_________________________________________________________________________
shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated,______________________________
_______________________________
_______________________________
Signature of stockholder(s)
Signature(s) guaranteed by:
___________________________________________________________
(Signature(s) must be guaranteed by either a bank, trust company or broker)
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between ConAgra, Inc. and
Chemical Bank, formerly Manufacturers Hanover Trust Company, dated as of
July 10, 1986 (as amended, 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.
Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 5
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
Omaha, Nebraska 68102
(402) 341-3070
September 29, 1995
ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 1,461,677 shares of Common Stock, five
dollars ($5.00) par value of ConAgra (the "Common Stock"), we
have examined such corporate records and other documents,
including the registration statement on Form S-3 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. ConAgra is a corporation duly organized and existing
under the laws of the State of Delaware.
2. All necessary corporate action on the part of ConAgra
has been taken to authorize the registration of the Common Stock
by ConAgra, and when sold as contemplated in the Registration
Statement, 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:
For the Firm
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of ConAgra, Inc. on Form S-3 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 and to the reference to Deloitte
& Touche LLP under the heading "Experts" in the Prospectus, which
is a part of this Registration Statement.
/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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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/ P. B. Fletcher
______________________________
P. 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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/ Charles M. Harper
______________________________
CHARLES 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 M. Scardino
_______________________________
MARJORIE M. 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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
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 on a registration statement on Form
S-3 of up to 1,500,000 shares of common stock, par value $5.00,
of this Corporation, 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
