SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 26, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________________ to _______________
Commission File No. 1-7275
CONAGRA, INC.
(Exact name of registrant, as specified in charter)
A Delaware Corporation 47-0248710
(State of Incorporation) (I.R.S. Employer's Number)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (402) 595-4000
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Exchange on
Title of Each Class Which Registered
Common Stock, $5.00 par value New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ___X__
At August 2, 1996, 240,742,313 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by non-
affiliates on August 2, 1996, was approximately $10,502,383,405.
Documents incorporated by reference are listed on page 2.
Documents Incorporated by Reference
1. Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended May 26, 1996 are incorporated into Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 1996 Annual Meeting of Stockholders are incorporated into
Part III.
PART I
This 10-K report contains certain forward-looking statements, including
such statements in the documents incorporated herein by reference. The
statements reflect management's current views and estimates of future economic
circumstances, industry conditions, Company performance and financial results.
The statements are based on many assumptions and factors including
availability and prices of raw materials, product pricing, competitive
environment and related market conditions, operating efficiencies, access to
capital and actions of governments. Any changes in such assumptions or
factors could produce significantly different results.
ITEM 1. BUSINESS
a) General Development of Business
Nebraska Consolidated Mills Company, which was originally incorporated in
Nebraska on September 29, 1919, changed its name to ConAgra, Inc.
("ConAgra" or the "Company") on February 25, 1971, and since December 5,
1975, has been incorporated in Delaware.
b) Financial Information About Industry Segments
The Company's businesses are classified into three industry segments:
Food Inputs & Ingredients, Refrigerated Foods and Grocery/Diversified
Products. The contributions of each industry segment to net sales and
operating profit, and the identifiable assets attributable to each
industry segment set forth in Note 15 "Business Segments" on pages
49 and 50 of the Company's 1996 Annual Report to Stockholders are
incorporated herein by reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 Annual Report to Stockholders is incorporated
herein by reference.
The following comments pertain to the Company as a whole.
ConAgra operates "across the food chain," from basic agricultural inputs
to production and sale of branded consumer products. As a result,
ConAgra uses many different raw materials, the bulk of which are
commodities. Raw materials are generally available from several
different sources and ConAgra presently believes that it can obtain these
as needed.
Each business is highly competitive. Many companies compete in one or
more of the markets served by ConAgra, some of which have greater sales
and assets than ConAgra.
Quality control processes at principal manufacturing places emphasize
applied research and technical services directed at product improvement
and quality control. In addition, the Refrigerated Foods and the
Grocery/Diversified Products segments conduct research activities related
to the development of new products.
Many of ConAgra's facilities and products are subject to various laws and
regulations administered by the United States Department of Agriculture,
the Federal Food and Drug Administration, and other federal, state, local
and foreign governmental agencies relating to the quality of products,
sanitation, safety and environmental control. The Company believes that
it complies with such laws and regulations in all material respects, and
that continued compliance with such regulations will not have a material
effect upon capital expenditures, earnings or the competitive position of
the Company.
ConAgra and its subsidiaries have more than 80,000 employees, primarily
in the United States.
d) Foreign Operations
The information set forth in the "Business Review" on pages 7 through 26
of the Company's 1996 Annual Report to Stockholders is incorporated
herein by reference. The Company is not engaged in material operations
in foreign countries, nor are material portions of sales or revenues
derived from customers in foreign countries.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Omaha, Nebraska. The
headquarters and principal operating locations of each business are set
forth on the following list of "ConAgra Locations."
The Company maintains a number of distribution facilities, in addition to
distribution facilities and warehouse space available at substantially
all of its manufacturing facilities.
Utilization of manufacturing capacity varies by type of product
manufactured, plant and week. In general, ConAgra operates most of its
manufacturing facilities in excess of 80% of standard industry capacity.
Standards vary by industry from 40 hours per week to 144 hours per week.
Most principal manufacturing facilities are held in fee. However,
certain parcels of land, machinery and buildings, and substantially all
of ConAgra's transportation equipment used in its processing and
merchandising operations, including covered rail hopper cars and
river barges, are leased.
CONAGRA LOCATIONS
CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.
United Agri Products Companies
Headquarters in Greeley, Colorado.
Over 350 field sales, administration, warehouse, rail, formulation and joint
venture locations in the United States, Canada, United Kingdom, Mexico and
Chile. Businesses are involved with crop protection products, seed, liquid
and dry fertilizer operations and one terminal facility.
ConAgra Retail Companies
Headquarters in Grand Island, Nebraska.
120 stores under the Country General, Wheelers, S&S, Security Feed & Seed,
Wheelers Town & Country, and Peavey Ranch and Home names in the states of
Nebraska, Iowa, Kansas, Colorado, Wyoming, Montana, South Dakota, North
Dakota, Oklahoma, Texas, California, Georgia, and Florida.
CONAGRA DIVERSIFIED PRODUCTS COMPANIES
Headquarters in Eden Prairie, Minnesota.
Arrow Industries, Inc.
Headquarters in Carrollton, Texas.
Ten plants in Texas, Tennessee, Arkansas, Colorado and Georgia; seven charcoal
kilns located in Oklahoma, Louisiana and Arkansas.
ConAgra Foods Ltd.
Manufacturer of microwave meals and snacks based in Manchester, England,
supplying UK and other European countries.
ConAgra Pet Products Company
Headquarters in Omaha, Nebraska.
Manufacturing operations and distribution centers in Nebraska, Virginia and
Canada.
ConAgra Shrimp Companies/Singleton Seafood Company
Headquarters in Tampa, Florida.
Main processing plant in Florida; sales offices in Florida and Louisiana.
O'Donnell-Usen U.S.A.
Headquarters in Tampa, Florida.
Processing facilities in Tampa, Florida.
Meridian Seafood Products, Inc.
Headquarters in Santa Fe Springs, California.
Seafood trading company.
Gelazur
Headquarters in Nice, France.
50% owned seafood joint venture.
Lamb-Weston, Inc.
Headquarters in Kennewick, Washington.
12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned) and the
Netherlands (50-percent owned). Product development facility in Richland,
Washington. Export sales office in Portland, Oregon.
CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Fullerton, California.
ConAgra Frozen Foods
Headquarters in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Two broiler growing
and processing complexes in Arkansas. Product development facility in Omaha.
Hunt-Wesson, Inc.
Headquarters in Fullerton, California.
Product development facility in Fullerton. 23 manufacturing plants, 14
distribution and customer service centers and 43 grocery and food service
sales offices in 24 states and Canada serving:
ConAgra Grocery Products Companies International
Hunt Foods Company
Hunt-Wesson Foodservice Company
Hunt-Wesson Grocery Products Sales Company
Knott's Berry Farm Foods
LaChoy/Rosarita Foods Company
Orville Redenbacher/Swiss Miss Foods Company
Wesson/Peter Pan Foods Company
Golden Valley Microwave Foods, Inc.
Headquarters in Edina, Minnesota.
Eight plants in Illinois, Indiana, Iowa, Minnesota, Ohio and Washington.
Popcorn storage warehouse in Nebraska, product development facility in Eden
Prairie, Minnesota and microwave packaging production facility in Maple Grove,
Minnesota.
CONAGRA REFRIGERATED FOODS COMPANIES
Headquarters in Geneva, Illinois.
Armour Swift-Eckrich
Headquarters in Downers Grove, Illinois.
Product development in Downers Grove and 29 plants in 19 states, processed
meat plants in France, Portugal and Panama, and a food distribution center in
Puerto Rico, serving:
Armour Swift-Eckrich Processed Meats Company
Butterball Turkey Company
Decker Food Company
Longmont Foods Company
National Foods, Inc.
Australia Meat Holdings Pty Ltd.
Headquarters in Dinmore, Australia.
Nine plants and feedlots in Australia.
Beatrice Cheese Company
Headquarters in Waukesha, Wisconsin.
13 facilities located in 9 states includes natural and processed cheese
manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.
ConAgra Fresh Meats Company
Headquarters in Greeley, Colorado.
Four plants in Idaho, Nebraska, Colorado and Alabama and a feedlot in Idaho.
ConAgra Poultry Company
Headquarters in Duluth, Georgia.
ConAgra Broiler Company
Headquarters in Duluth, Georgia.
Eight broiler growing and processing divisions in Alabama, Arkansas,
Georgia, Louisiana and Puerto Rico.
Professional Food Systems
Headquarters in El Dorado, Arkansas.
23 sales and distribution units in 13 states.
Country Skillet Catfish Company
Headquarters in Isola, Mississippi.
Processing operations (50-percent owned) in Isola and Belzoni,
Mississippi.
ConAgra Refrigerated Foods International Sales Corporation
Headquarters in Greeley, Colorado.
Cook Family Foods, Ltd.
Headquarters in Lincoln, Nebraska.
Two plants in Nebraska and Kentucky.
E. A. Miller, Inc.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.
Monfort Beef and Lamb Company
Headquarters in Greeley, Colorado.
Nine plants in Colorado, Kansas, Nebraska and Texas. Three feedlots in
Colorado.
Monfort Finance Company
Headquarters in Greeley, Colorado.
Monfort Food Distribution Co.
Headquarters in Greeley, Colorado.
12 sales and distribution branches in ten states.
Swift & Company
Headquarters in Greeley, Colorado.
Four plants in Iowa, Minnesota, Kentucky and Indiana.
CONAGRA TRADING & PROCESSING COMPANIES
Headquarters in Omaha, Nebraska.
ConAgra Commodity Management Company
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha, Nebraska
and a protein trading operation in Bremen, Germany. ConAgra Feed Company has
feed mills in three states and D.R. Johnston, an international protein trading
company, operates in Australia and New Zealand.
ConAgra Europe
Poultry and animal feed plants in Portugal and feed plants in Spain.
ConAgra Flour Milling Company
Headquarters in Omaha, Nebraska.
24 flour mills in 13 states. Eight country elevators in South Dakota.
Branded and private label flour, mixes and cornmeal products produced at
plants in Alabama, Colorado and Texas. Six joint venture flour mills, two in
the U.S. and four in Canada.
ConAgra Grain Companies
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consist of a U.S. network of Peavey Grain
Merchandising offices and over 80 elevators, river loading facilities, export
elevators and barges.
ConAgra Specialty Grain Products Company
Headquarters in Omaha, Nebraska.
Oat milling and merchandising operations in Nebraska and Canada, with a joint
venture in the United Kingdom. One wheat flour tortilla processing plant in
Omaha, Nebraska. Corn processing and merchandising operations in Atchison,
Kansas and Brake, Germany. Six malt joint ventures with barley malting
facilities in the United States, Canada, Australia, the United Kingdom,
Uruguay, Argentina, Denmark and China. Four mushrooms farms in Canada,
headquartered in Campbellville, Canada.
International Trading
Headquarters in Minneapolis, Minnesota.
International trading offices in eight countries, doing business as ConAgra
International Fertilizer Co., ConAgra Wool Pty. Ltd., ConAgra International
S.A., BDR (Agriculture) LTD., J.F. Braun and Camerican. Wool processing
plants in Australia. Joint venture oilseed processing plant in Argentina.
Klein-Berger Company
Headquarters in Stockton, California.
Operates over 40 facilities processing edible beans in nine states and South
America and one walnut processing facility in California.
Molinos de Puerto Rico
Headquarters in San Juan, Puerto Rico.
Two feed plants, a flour mill and a dry corn mill in Puerto Rico.
United Specialty Food Ingredients Companies
Headquarters in Carol Stream, Illinois.
Two dehydrated food ingredients plants and a research and development facility
in Kentucky. A dehydrated food ingredients plant and animal feed ingredients
plant in Minnesota. A spice plant and research and development facility in
Illinois and seasoning plants in Massachusetts, Michigan and New Jersey, with
supporting research and development facilities. A flavorings plant in New
Jersey. Food ingredients distribution business headquartered in Iowa with
distribution centers in Texas and Colorado. Chili products plants located in
California (two), New Mexico, and Santiago, Chile, with a research and
development facility in California. A specialty marketing business with
processed egg sales office in Mississippi, and food oils business
headquartered in Texas.
ITEM 3. LEGAL PROCEEDINGS
In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a
result of the acquisition and the significant pre-acquisition tax and
other contingencies of the Beatrice businesses and its former
subsidiaries, the consolidated post-acquisition financial statements of
ConAgra reflected significant liabilities and valuation allowances
associated with the estimated resolution of these contingencies.
As a result of a settlement reached with the Internal Revenue Service in
fiscal 1995, ConAgra released $230.0 million of a valuation allowance and
reduced noncurrent liabilities by $135.0 million, with a resulting
reduction of goodwill associated with the Beatrice acquisition of $365.0
million. Federal income tax returns of Beatrice for its fiscal 1990 and
various state tax returns remain open. However, after taking into
account the foregoing adjustments, management believes that the ultimate
resolution of all remaining pre-acquisition Beatrice tax contingencies
should not exceed the reserves established for such matters.
Beatrice is also engaged in various litigation and environmental
proceedings related to businesses divested by Beatrice prior to its
acquisition by ConAgra. The environmental proceedings include litigation
and administrative proceedings involving Beatrice's status as a
potentially responsible party at 43 Superfund, proposed Superfund or
state-equivalent sites. Beatrice has paid or is in the process of paying
its liability share at 40 of these sites. Beatrice has established
substantial reserves for these matters. The environmental reserves are
based on Beatrice's best estimate of its undiscounted remediation
liabilities, which estimates include evaluation of investigatory studies,
extent of required cleanup, the known volumetric contribution of Beatrice
and other potentially responsible parties and Beatrice's prior experience
in remediating sites. Management believes the ultimate resolution of
such Beatrice legal and environmental contingencies should not exceed the
reserves established for such matters.
In March 1996, the Environmental Protection Agency filed an action in
federal district court in Idaho against the Company as owner and operator
of a beef packing plant in Nampa, Idaho seeking civil monetary penalties
for alleged violations of the Clean Water Act. The Company is defending
the action.
ConAgra is party to a number of other lawsuits and claims arising out of
the operation of its businesses. After taking into account liabilities
recorded for all of the foregoing matters, management believes the
ultimate resolution of such matters should not have a material adverse
effect on ConAgra's financial condition, results of operation or
liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Year
Assumed
Present
Name Title & Capacity Age Office
Philip B. Fletcher Chairman and Chief Executive Officer 63 1993
Kenneth W. DiFonzo Vice President and Controller 44 1994
Dwight J. Goslee Senior Vice President, Business
Systems and Development and Chief
Information Officer 46 1995
David J. Gustin President and Chief Operating Officer,
ConAgra Grocery Products Companies 45 1996
Leroy O. Lochmann President and Chief Operating Officer,
ConAgra Refrigerated Foods Companies 61 1995
Thomas L. Manuel President and Chief Operating Officer,
ConAgra Trading and Processing Companies 49 1994
Floyd McKinnerney President and Chief Operating Officer,
ConAgra Agri-Products Companies 59 1987
James P. O'Donnell Senior Vice President and Chief Financial
Officer 48 1995
L. B. Thomas Senior Vice President, Corporate Secretary
and Risk Officer 60 1993
Gerald B. Vernon Senior Vice President, Human Resources 55 1990
James D. Watkins President and Chief Operating Officer,
ConAgra Diversified Products Companies 48 1993
David R. Willensky Senior Vice President, Corporate Planning
and Development 45 1994
The foregoing have held management positions with ConAgra for the past
five years, except as follows:
David J. Gustin was president of Orville Redenbacher/Swiss Miss Foods
Company for ConAgra Grocery Products Companies from 1992 to 1995, and became
president of Hunt-Wesson Grocery Products Companies in 1995. He was named to
his current position in July 1996. Prior to 1992 Mr. Gustin served with
Frito-Lay, Inc. and General Foods Corporation. David R. Willensky, joined
ConAgra in March 1994, having most recently served as managing director of
California Strategic Investors, a firm he started in 1991.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDERS
MATTERS
Incorporated herein by reference to "Investor Information" on the inside
back cover and Note 16 "Quarterly Results (Unaudited)" on page 51 of the
Company's 1996 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the information for years 1992
through 1996 on pages 28 and 29 of the Company's 1996 Annual Report to
Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated herein by reference to "Management's Discussion & Analysis"
on pages 30 through 34 and "Objectives and Results" on pages 4 and 5 of the
Company's 1996 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of ConAgra, Inc. and
Subsidiaries and Independent Auditors' Report set forth on pages 35 through 52
of the Company's 1996 Annual Report to Stockholders are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended May 26, 1996, May 28,
1995, and May 29, 1994
Consolidated Balance Sheets - May 26, 1996 and May 28, 1995
Consolidated Statements of Common Stockholders' Equity - Years ended May
26, 1996, May 28, 1995, and May 29, 1994
Consolidated Statements of Cash Flows - Years ended May 26, 1996, May 28,
1995, and May 29, 1994
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set
forth in Note 16 "Quarterly Results (Unaudited)" on page 51 of the
Company's 1996 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and Election" on
pages 2 through 4 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 26, 1996. Information concerning all
Executive Officers of the Company is included in Part I above.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to (i) "Executive Compensation" through
"Benefit Plans Retirement Programs" on pages 5 through 8, and (ii) information
on director compensation on pages 4 and 5 of the Company's Proxy Statement for
its Annual Meeting of Stockholders to be held on September 26, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to "Voting Securities and Ownership by
Certain Beneficial Owners" and "Voting Securities Owned by Executive Officers
and Directors as of August 2, 1996" on page 2 of the Company's Proxy Statement
for its Annual Meeting of Stockholders to be held on September 26, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) "Human Resources Committee
Interlocks and Insider Participation" on page 10, (ii) the last full paragraph
of "Directors' Meetings and Compensation" on page 5, and (iii) the last
paragraph of "Benefit Plans Retirement Programs " on page 8 of the Company's
Proxy Statement for its Annual Meeting of Stockholders to be held on September
26, 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
a) List of documents filed as part of this report:
1. Financial Statements
All financial statements of the company as set forth under Item 8
of this report on Form 10-K.
2. Financial Statement Schedules
Schedule Page
Number Description Number
II Valuation and Qualifying Accounts 15
All other schedules are omitted because they are not applicable,
or not required, or because the required information is included
in the consolidated financial statements, notes thereto, or the
Management's Discussion & Analysis section of the Company's 1996
Annual Report to Stockholders.
Separate financial statements of the registrant have been omitted
because the registrant meets the requirements permitting
omission.
3. Exhibits
All exhibits as set forth on the Exhibit Index, which is
incorporated herein by reference.
b) Reports on Form 8-K
The Company filed a report on Form 8-K dated May 14, 1996
reporting (i) a major restructuring program and other initiatives
(described in the documents incorporated by reference in this 10-K
report), and (ii) amendments to the Company's bylaws setting
forth certain procedures which stockholders must follow in order
to nominate a director or present any other business at an annual
stockholders' meeting. The Company also filed an 8-K report
dated July 12, 1996 announcing the adoption of a new Stockholders
Rights Plan effective when the Company's prior Stockholders
Rights Plan expired on July 24, 1996.
Schedule II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
52 weeks ended May 26, 1996, May 28, 1995 and May 29, 1994
(in millions)
Balance at Additions Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other(2) Reserves(1) Period
Year ended May 26, 1996:
Allowance for doubtful
receivables $63.9 34.6 .8 47.2 52.1
Year ended May 28, 1995:
Allowance for doubtful
receivables $55.9 27.2 .6 19.8 63.9
Year ended May 29, 1994:
Allowance for doubtful
receivables $47.5 24.8 - 16.4 55.9
(1) Bad debts charged off, less recoveries.
(2) Beginning balances of reserve accounts of acquired businesses.
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
ConAgra, Inc.
Omaha, Nebraska
We have audited the consolidated financial statements of ConAgra,
Inc. and subsidiaries as of May 26, 1996 and May 28, 1995, and for
each of the three years (fifty-two weeks) in the period ended May
26, 1996, and have issued our report thereon dated July 12, 1996;
such financial statements and report are incorporated by reference
in this Form 10-K. Our audits also included the financial
statement schedule of ConAgra, Inc. and subsidiaries, listed in
Item 14. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 12, 1996
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ConAgra, Inc. has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 23rd day of
August, 1996.
CONAGRA, INC.
/s/ Philip B. Fletcher
Philip B. Fletcher
Chairman and Chief Executive Officer
/s/ James P. O'Donnell
James P. O'Donnell
Senior Vice President and
Chief Financial Officer (Principal Financial Officer)
/s/ Kenneth W. DiFonzo
Kenneth W. DiFonzo
Vice President, Controller (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 23rd day of August, 1996.
/s/ Philip B. Fletcher
Director
Philip B. Fletcher
Charles 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 Yeutter* Director
* Philip B. Fletcher, by signing his name hereto, signs this Annual Report on
behalf of each persons indicated. A Power-of-Attorney authorizing Philip B.
Fletcher to sign this Annual Report on Form 10-K on behalf of each of the
indicated Directors of ConAgra, Inc. has been filed herein as exhibit 24.
By: /s/ Philip B. Fletcher
Philip B. Fletcher
Attorney-In-Fact
EXHIBIT INDEX
Number Description Page No.
3.1 ConAgra's Certificate of Incorporation, as amended 21
3.2 ConAgra's Bylaws, as amended, incorporated herein by reference to
ConAgra's current report on Form 8-K dated May 14, 1996.
4.1 Rights Agreement dated July 10, 1986, with First Amendment thereto
dated as of September 28, 1989, and Certificates thereto dated
December 1, 1986, December 1, 1989 and December 2, 1991,
incorporated herein by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 28, 1995.
4.2 Rights Agreement dated as of July 12, 1996, incorporated herein by
reference to ConAgra's current report on Form 8-K dated July 12,
1996.
4.3 Documents establishing Series A, Series B and Series C of Preferred
Securities of ConAgra Capital, L.L.C., incorporated herein by
reference to ConAgra's current reports on Form 8-K dated June 8,
1994 and February 11, 1995.
10.1 ConAgra's Amended and Restated Long-Term Senior Management
Incentive Plan, Amendment thereto, and Operational Document, and
Amendment thereto, incorporated herein by reference to Exhibit 10.1
of ConAgra's annual report on Form 10-K for the fiscal year ended
May 31, 1992 and Exhibit 10.2 to ConAgra's annual report on Form 10-K
for the fiscal year ended May 29, 1994.
10.2 Second Amendment to ConAgra's Long-Term Senior Management
Incentive Plan Operational Document, incorporated herein by reference
to Exhibit 10.2 to ConAgra's annual report on Form 10-K for the
fiscal year ended May 28, 1995.
10.3 Form of Employment Agreement between ConAgra and each of
Messrs. Fletcher, Crosson, DiFonzo, Goslee, Lochmann, Manuel,
McKinnerney, O'Donnell, Thomas, Vernon and Willensky, incorporated
herein by reference to Exhibit 10.4 of ConAgra's annual report on
Form 10-K for the fiscal year ended May 29, 1994 and Exhibit 10.1 of
ConAgra's quarterly report on Form 10-Q for the quarter ended
November 27, 1994.
10.4 ConAgra's 1982 Stock Option Plan, with amendment thereto,
incorporated herein by reference to Exhibit 10.6 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 31, 1992.
10.5 ConAgra's Employee Flexible Bonus Payment Plan, incorporated herein
by reference to Exhibit 10.7 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 31, 1992.
10.6 ConAgra's 1985 Stock Option Plan, with amendments thereto,
incorporated herein by reference to Exhibit 10.8 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 31, 1992 and
Exhibit 10.8 of ConAgra's annual report on Form 10-K for the fiscal
year ended May 30, 1993.
10.7 ConAgra Non-Qualified CRISP Plan, incorporated herein by reference to
Exhibit 10.9 of ConAgra's annual report on Form 10-K for the fiscal
year ended May 29, 1994.
10.8 ConAgra Non-Qualified Pension Plan, and First Amendment thereto,
incorporated herein by reference to Exhibit 10.10 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.
10.9 ConAgra Supplemental Pension and CRISP Plan for Change of Control,
incorporated herein by reference to Exhibit 10.11 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.
10.10 ConAgra Incentives and Deferred Compensation Change of Control Plan,
incorporated herein by reference to Exhibit 10.12 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 29, 1994.
10.11 ConAgra 1990 Stock Plan, and amendments thereto, incorporated herein
by reference to Exhibit 10.11 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 28, 1995.
10.12 ConAgra 1995 Stock Plan, incorporated herein by reference to Exhibit
10.1 of ConAgra's quarterly report on Form 10-Q for the quarter ended
August 27, 1995.
10.13 ConAgra Directors' Unfunded Deferred Compensation Plan, and First
Amendment thereto, incorporated herein by reference to Exhibit 10.12
of ConAgra's annual report on Form 10-K for the fiscal year ended
May 28, 1995.
10.14 ConAgra Employee Equity Fund Trust Agreement, with Stock Purchase
Agreement and Revolving Promissory Note executed in connection
therewith, incorporated herein by reference to Exhibits A, B and C of
ConAgra's current report on Form 8-K dated August 6, 1992.
10.15 P. B. Fletcher Incentive Agreement dated July 15, 1993, as amended
and restated 153
10.16 C.M. Harper Deferred Compensation Agreement, incorporated herein by
reference to Exhibit 10.18 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 30, 1993.
10.17 ConAgra Executive Annual Incentive Plan, incorporated herein by
reference to Exhibit 10.20 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 29, 1994.
11 Statement regarding computation of income per share 157
12 Statement regarding computation of ratio of earnings to fixed charges
and ratio of earnings to combined fixed charges and preferred stock
dividends 159
13 ConAgra's Annual Report to Stockholders for its fiscal year ended
May 26, 1996 161
21 Subsidiaries of ConAgra 221
23 Consent of Deloitte & Touche LLP 224
24 Powers of Attorney 225
27 Financial Data Schedule
Pursuant to Item 601 (b) (4) of Regulation S-K, certain instruments with
respect to ConAgra's long-term debt are not filed with this Form 10-K.
ConAgra will furnish a copy of any such long-term debt agreement to the
Securities and Exchange Commission upon request.
Except for those portions of the ConAgra annual report to stockholders for its
fiscal year ended May 26, 1996 (Exhibit 13) specifically incorporated by
reference in this report on Form 10-K, such annual report is furnished solely
for the information of the Securities and Exchange Commission and is not to be
deemed "filed" as a part of this filing.
Items 10.1 through 10.17 are management contracts or compensatory plans filed
as exhibits pursuant to Item 14 (c) of Form 10-K.
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
The undersigned, a natural person of the age of 21 years or more, acting
as an incorporator of a corporation under the General Corporation Law of the
State of Delaware, adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
NAME
The name of the Corporation shall be ConAgra, Inc.
ARTICLE II
INITIAL REGISTERED OFFICE AND
INITIAL REGISTERED AGENT
The street address of the initial registered office of the Corporation
is 100 West 10th Street, Wilmington, County of New Castle, Delaware 19801.
The name of its initial registered agent at such address is The Corporation
Trust Company.
ARTICLE III
PURPOSES
The general nature of the business and the objects and purposes proposed
to be transacted, promoted and carried on by the Corporation are to do any and
all of the things herein mentioned as fully and to the same extent as natural
persons might or could do and in any part of the world, including:
(a) To manufacture, purchase, acquire, prepare, produce, own,
hold, store, process, prepare for market, preserve, package, deal in, trade
in, sell, distribute, mortgage, pledge and dispose of flour, feed grain,
agricultural products, articles manufactured from agricultural products, and
any articles, materials, ingredients, goods, wares, merchandise, products,
machinery, equipment and property related or incidental thereto or useful,
necessary or convenient in connection therewith.
(b) To operate factories, warehouses, elevators, and other
buildings for manufacturing, buying, selling, handling, and storing flour,
feed grain, agricultural products and articles manufactured from agricultural
products, to conduct a public warehouse business, and to engage in, carry on,
or otherwise conduct, or employ others to conduct, general research or
investigation for the development of new or improved products or by-products
and the use of such products or by-products as food, and for improving the
ease or efficiency of the products, operations and procedures of the
Corporation or for other purposes.
(c) To promote, institute, enter into, conduct, perform, assist
or participate in every kind of commercial, agricultural, mercantile,
manufacturing, mining or industrial enterprise, business, work, contract,
undertaking, venture and operation in any part of the world and, for any such
purpose, to purchase, lease and otherwise acquire, take over, hold, sell,
liquidate and otherwise dispose of the real estate, crops, livestock, plants,
equipment, inventory, merchandise, materials, stock, good will, rights,
franchises, concessions, patents, trademarks and trade names and other
properties of the corporations, associations, partnerships, firms, trustees,
syndicates, ventures, combinations, organizations and other entities located
in or organized under the laws of any part of the world; to continue, alter,
exchange and develop their business, assume their liabilities, guarantee or
become surety for the performance of their obligations, reorganize their
capital and participate in any way in their affairs, and to take over, as a
going concern and to continue in its own name, any business so acquired, all
in accordance with and to the extent permitted by law.
(d) To borrow or raise moneys for any of the purposes of the
Corporation and, from time to time, without limit as to amount, to draw, make,
accept, endorse, execute, issue, and grant promissory notes, drafts, bills of
exchange, warrants, options, bonds, debentures, and other negotiable or non-
negotiable instruments, evidences of indebtedness and agreements; to secure
the payment thereof and of the interest thereon and the performance thereof by
mortgage upon, or pledge, conveyance, or assignment in trust of, the whole or
any part of the assets of the Corporation, whether at the time owned or
thereafter acquired; and to sell, pledge, or otherwise dispose of such
securities or other obligations of the Corporation for its corporate purposes.
(e) To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of,
or any bonds, securities or evidences of indebtedness created by any other
corporation or corporations of the State of Delaware or any other state,
country, nation or government and, while the owner of said stock, to exercise
all the rights, powers, and privileges of ownership, including the right to
vote thereon.
(f) To pay for any property, securities, rights or interests
acquired by this Corporation in cash or other property, rights or interests
held by this Corporation, or by issuing and delivering in exchange therefor
its own property, stock, shares, bonds, debentures, notes, warrants for stock,
certificates of indebtedness or other obligations or securities howsoever
evidenced.
(g) To carry on all or any part of its business objects or
purposes as principal, factor, agent, contractor or otherwise, either alone or
as a member of, or associated with any corporation, association, partnership,
firm, trustee, syndicate, individual, combination, organization, joint venture
or entity in any part of the world.
(h) In carrying on its business and for the purpose of furthering
its objects and purposes, to enter into and perform agreements and contracts
of any nature with any government, state, territory, district, municipality,
political or governmental division or subdivision, body politic, corporation,
association, partnership, firm, trustee, syndicate, individual, combination,
organization or entity whatsoever.
(i) To have one or more offices, to carry on all or any of its
operations and business and, without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of real and personal property of every class and description in any of
the States, Districts, Territories or Colonies of the United States, and in
any and all foreign countries, subject to the laws of any such State,
District, Territory, Colony or Country.
It is the intention that the objects and purposes specified in the
foregoing clauses of this Article shall not be in any wise limited or
restricted by reference to or inference from the terms of any other clause of
this or any other Articles in these Articles of Incorporation, but that the
objects and purposes specified in each of the clauses of this Article shall be
regarded as independent objects and purposes. It is also the intention that
said clauses be constructed both as purposes and powers; and generally, that
the corporation shall be authorized to exercise and enjoy all other powers,
rights, and privileges granted to or conferred upon a corporation of this
character by the laws of the State of Delaware, and the enumeration of certain
powers as herein specified is not intended as exclusive of or as waiver of any
of the powers, rights or privileges granted or conferred by the laws of said
State, now or hereinafter in force.
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be Thirty-two Million,
Five Hundred Thousand Dollars ($32,500,000) divided into five million
(5,000,000) shares of common stock of a par value of Five Dollars ($5) per
share, and one hundred and fifty thousand (150,000) shares of Class B
preferred stock of a par value of Fifty Dollars ($50) per share.
The Class B preferred shares of this corporation may be divided
into and issued in series, and each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class B as determined by the Board of
Directors: (a) The rate of dividend; (b) Whether the shares may be redeemed
and, if so, the redemption price and the terms and conditions of redemption;
(c) The amount payable upon shares in event of voluntary or involuntary
liquidation; (d) Sinking fund provisions, if any, for the redemption or
purchase of shares; (e) The terms and conditions, if any, on which shares may
be converted.
No transfer of stock of this Corporation shall be operative until
entered upon the books of the Corporation.
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the
extent permitted, by Section 145 of the Delaware General Corporation Law, as
amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. Notwithstanding the foregoing, the
indemnification provided for in this Article V shall not be deemed exclusive
of any other rights to which those entitled to receive indemnification or
reimbursement hereunder may be entitled under any By-Law of this corporation,
agreement, vote or consent of stockholders or disinterested directors or
otherwise.
ARTICLE VI
DURATION
The Corporation shall have perpetual existence.
ARTICLE VII
POWERS
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and it is
expressly provided that they are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by the statutes of the State
of Delaware.
(a) The affairs of this Corporation shall be conducted by a
Board of Directors. The number of Directors of the Corporation,
not less than three, shall be fixed from time to time by the By-
Laws. The Directors are to be elected by the Stockholders, such
election to take place at such time and to be conducted in such
manner as shall be prescribed by the By-Laws of this Corporation.
(b) The books of the Corporation may be kept within or without
the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors.
(c) The Board of Directors may make, alter or repeal the By-Laws
of the Corporation except as otherwise provided therein.
(d) The Board of Directors may authorize and cause to be executed
mortgages and liens upon the real and personal property of the
Corporation, may hold meetings outside the State of Delaware, may
declare and pay stock dividends, and may set apart out of any
funds of the Corporation available for dividends a reserve or
reserves for any proper purpose or to abolish any such reserves in
the manner in which it was created.
(e) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon it, the Board of Directors is
hereby empowered to exercise all such powers and to do all such
acts and things as may be exercised or done by the Corporation;
subject, nevertheless, to the provisions of the statues of
Delaware, of this certificate of incorporation and of any By-Laws
from time to time made by the stockholders; provided, however,
that no By-Laws so made shall invalidate any prior act of the
Board of Directors which would have been valid if such By-Laws had
not been made.
ARTICLE VIII
MEETINGS OF STOCKHOLDERS
The time for holding meetings of Stockholders for the election of
a Board of Directors and for holding any special meetings of the Stockholders
shall be as provided for by the By-Laws adopted by the Board of Directors.
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
Stockholders herein are granted subject to this reservation.
ARTICLE X
INTERESTED DIRECTORS
No contract or transaction between a corporation and one or more
of its directors or officers, or between a corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a majority
of the disinterested directors, even though the disinterested directors be
less than a quorum; or (b) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the Shareholders. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE XI
PRIVATE PROPERTY
The private property of the Stockholders shall not be subject to
the payment of corporation debts to any extent whatsoever.
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
Claude I. Carter 1705 North 102nd Avenue
Omaha, Nebraska 68114
ARTICLE XIII
INITIAL BOARD OF DIRECTORS
The name and mailing address of the persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are as follows:
Ralph T. Birdsey %Clayton Brokerage
400 Colony Square
Suite 1130
1201 Peachtree Street
Atlanta, Georgia 30361
L.D. McGehee 1302 Hodges Avenue
Ruston, Louisiana 71270
Claude I. Carter 1705 North 102nd Street
Omaha, Nebraska 68114
Robert B. Daugherty 400 North Elmwood Road
Omaha, Nebraska 68132
James B. Cooper Route 3
Marshalltown, Iowa 50158
Lewis H. Durland P.O. Box 550
Terrace Hill
Ithaca, New York 14850
Roy H. Park %Park Broadcasting, Inc.
Box 550
Terrace Hill
Ithaca, New York 14850
Charles M. Harper 6105 Lamplighter Drive
Omaha, Nebraska 68152
Dated this 2nd day of December, 1975.
/s/ CLAUDE I. CARTER
----------------------------------
Claude I. Carter, Incorporator
<PAGE>
CERTIFICATE OF RESOLUTION
ESTABLISHING SERIES OF
CLASS B PREFERRED SHARES
OF CONAGRA, INC.
_____________________________
Pursuant to Section 151 of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation of ConAgra, Inc. provides
that the Board of Directors of the corporation may establish series of Class B
preferred shares, and may determine certain relative rights and preferences
between different series within said Class B.
SECOND: Pursuant to said authority expressly vested in it by the
provisions of the Certificate of Incorporation, the Board of Directors of
ConAgra, Inc., by a resolution duly adopted as of the 15th day of December,
1975, established seven series of Class B preferred shares of the corporation.
A "Statement of Resolution Establishing Series of Class B Preferred Shares of
ConAgra, Inc.", attached hereto as Exhibit "A" and made a part hereof as fully
as if set out herein, sets forth the resolutions as adopted by the Board of
Directors in establishing the series of preferred shares and the number of
shares of stock of each series.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
19th day of December, 1975.
ConAgra, Inc., a Delaware corporation
/s/ CLAUDE I. CARTER
BY______________________________
Claude I. Carter, President
/s/ J.W. GOODRICH
Attest: BY______________________________
J. W. Goodrich, Secretary
<PAGE>
EXHIBIT "A"
STATEMENT OF RESOLUTION ESTABLISHING SERIES
OF CLASS B PREFERRED SHARES OF
CONAGRA, INC.
SERIES 1
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 37,862 shares of
$50.00 par value, 5% cumulative, non-participating, convertible, voting
Preferred Stock of this Company, such stock to be known as Series 1, Class B
Preferred Stock and shall be subject to the following relative rights and
preferences:
1. Priority of such shares upon dissolution of the issuer shall
be legally equivalent to all preferred shares of the Company
issued and outstanding at the date of issuance of such
Series 1, Class B Preferred Stock.
2. All or any part of such preferred stock may be called for
redemption by the Company, at its option, at any time after
March 1, 1974, by paying therefor in cash the par value
thereof plus accrued dividends to the date of payment, such
sum being the redemption price. At least thirty (30) days
notice prior to the redemption date, by prepaid certified
mail, shall be given to the holders of record of such
preferred stock, addressed to the last post office address
shown on the records of the Company. On the date fixed for
redemption, and stated in such notice, each holder of
preferred shares shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If notice of redemption is duly given and if funds
for the redemption have been set aside prior to the
redemption date, notwithstanding the fact that a stockholder
may have failed to surrender the same, no dividend shall be
payable on such shares after the date fixed for redemption,
and all rights with respect to shares so called for
redemption shall forthwith, after such date, terminate,
except only the right of the holders to receive the
redemption price thereof, without interest.
3. This preferred stock may be converted at any time after
March 1, 1974, from time to time, in whole or in part, at
the option of the holders, or any of them, into common stock
of the Company at the rate of three and one-third (3-1/3)
shares of common stock for one (1) share of preferred stock
plus accrued dividends on converted preferred to and
including the date of issuance of such common stock;
provided, however the Company, instead of converting any
such preferred stock so tendered into common, may redeem
said preferred stock at any time within ninety (90) days
after tender by paying the par value thereof plus dividends
accrued to the date of payment to the offering stockholder.
4. The Stockholders shall not be obligated to sell and the
Company shall not be obligated to convert or redeem any of
said preferred stock prior to March 1, 1974.
5. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision."
SERIES 2
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 19,928 shares of $50.00 par
value, 5% cumulative, non-participating, convertible, voting Preferred Stock
of this Company, such stock to be known as Series 2, Class B Preferred Stock
and shall be subject to the following relative rights and preferences:
1. Priority of such shares in respect of dissolution of the
issuer and payment of dividends shall be legally equivalent
to all preferred shares of the Company issued and
outstanding at the date of the issuance of such Series 2,
Class B Preferred shares.
2. All or any portion of this preferred stock may be called for
redemption by the Company, at its option, at any time after
July 30, 1976, by paying therefor in cash the par value
thereof plus accrued dividends to date of payment, such sum
being the redemption price. If less than all of this
preferred stock is called for redemption (other than as a
result of an attempted conversion thereof by the holder
thereof) then the stockholders whose stock is to be so
redeemed shall be selected by lot. Provided, however, that
no portion of the stock of any stockholder shall be called
for redemption (without his consent) unless all of this
preferred stock owned by such stockholder shall be
simultaneously called for redemption, and such redemption
would constitute a complete redemption of all of the stock
of the Company owned by such stockholder within the meaning
of Internal Revenue Code Section 302(b)(3) (or the
corresponding section of the Internal Revenue Code then
applicable) if such stockholder were deemed to own no common
stock of the Company. At least thirty (30) days notice
prior to the redemption date, by prepaid certified mail,
shall be given to the holders of record of such preferred
stock, addressed to the last post office address shown on
the records of the Company. On the date fixed for
redemption, and stated in such notice, each holder of
preferred shares shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If notice of redemption is duly given and if funds
for the redemption have been set aside prior to the
redemption date, notwithstanding the fact that a stockholder
may have failed to surrender the same, no dividend shall be
payable on such shares after the date fixed for redemption,
and all rights with respect to shares so called for
redemption shall forthwith, after such date, terminate,
except only the right of the holders to receive the
redemption price thereof, without interest.
3. This preferred stock may be converted at any time after
July 30, 1976, from time to time, in whole or in part, at
the option of the Stockholders, or any of them, into common
stock of the Company at the rate of two and one-half (2-1/2)
shares of common stock for one (1) share of preferred stock
plus one (1) share of common stock for each $20.00 of
accrued dividends on converted preferred to and including
the date of issuance of such common stock; provided,
however, the Company, instead of converting any such
preferred stock so tendered into common, may redeem said
preferred stock at any time within ninety (90) days after
tender by paying the par value thereof plus dividends
accrued to the date of payment to the offering stockholder.
In case the Company shall be recapitalized through the
subdivision or combination of its outstanding common stock
into a greater or smaller number of shares, then in each
such case the conversion ratio then in effect shall be
reduced or increased in the same proportion.
4. Without the consent of the holders of a two-thirds majority
of this series of preferred stock at the time outstanding,
given in person or by proxy, either in writing or at a
meeting of shareholders at which the holders of this series
of preferred stock shall vote separately as a class, the
Company shall not issue (and has not heretofore issued) any
shares of any other series of preferred stock having
priority over this series of preferred stock as to payment
of dividends (including dividends in arrears or in default)
or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
5. The Stockholders shall not be obligated to sell and the
Company shall not be obligated to convert or redeem any of
said preferred stock prior to July 30, 1976.
6. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision of this contract."
SERIES 3
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 12,065 shares of $50.00 par
value, 7% cumulative, non-participating, convertible, voting Preferred Stock
of this Company, which stock shall be legally equivalent in respect of
priorities upon dissolution and payment of dividends to the preferred stock of
the company issued and outstanding, such stock to be known as Series 3,
Class B Preferred Stock and to be subject to the following relative rights and
preferences.
1. All or any portion of this preferred stock may be called for
redemption by the Company, at its option, at any time after
July 30, 1978, by paying therefor in cash the par value
thereof plus accrued dividends to the date of payment, such
sum being the redemption price. If less than all of this
preferred stock is called for redemption (other than as a
result of an attempted conversion thereof by the holder
thereof), then the stockholders whose stock is to be so
redeemed shall be selected by lot. Provided, however, that
no portion of the stock of any stockholder shall be called
for redemption, (without his consent) unless all of this
preferred stock owned by such stockholder shall be
simultaneously called for redemption and such redemption
would constitute a complete redemption of all of the stock
of the Company owned by such stockholder within the meaning
of Internal Revenue Code Section 302(b)(3) (or the
corresponding section of the Internal Revenue Code then
applicable) if such stockholder were deemed to own no common
stock of the Company. At least thirty (30) days notice
prior to the redemption date, by prepaid certified mail,
shall be given to the holders of record of such preferred
stock, addressed to the last post office address shown on
the records of the Company. On the date fixed for
redemption, and stated in such notice, each holder of
preferred shares shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If notice of redemption is duly given and if funds
for the redemption have been set aside prior to the
redemption date, notwithstanding the fact that a stockholder
may have failed to surrender the same, no dividend shall be
payable on such shares after the date fixed for redemption,
and all rights with respect to shares so called for
redemption shall forthwith, after such date, terminate,
except only the right of the holders to receive the
redemption price thereof, without interest.
2. This preferred stock may be converted at any time after
July 30, 1978, from time to time, in whole or in part, at
the option of the Stockholders, or any of them, into common
stock of the Company at the rate of three and one-third (3-
1/3) shares of common stock for one (1) share of preferred
stock plus one (1) share of common stock for each $15.00 of
accrued dividends on converted preferred stock; provided,
however, the Company, instead of converting any such
preferred stock so tendered into common, may redeem said
preferred stock at any time within ninety (90) days after
tender by paying the par value thereof plus dividends
accrued to the date of payment to the offering stockholder.
In case the Company shall be recapitalized through the
subdivision or combination of its outstanding common stock
into a greater or smaller number of shares, then in each
such case the conversion ratio then in effect shall be
reduced or increased in the same proportion.
3. Without the consent of the holders of a two-thirds majority
of this series of preferred stock at the time outstanding,
given in person or by proxy, either in writing or at a
meeting of shareholders at which the holders of this series
of preferred stock shall vote separately as a class, the
Company shall not issue (and has not heretofore issued) any
shares of any other series of preferred stock having
priority over this series of preferred stock as to payment
of dividends (including dividends in arrears or in default)
or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
4. The Stockholder shall not be obligated to sell and the
Company shall not be obligated to convert or redeem any of
said preferred stock prior to July 30, 1978.
5. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision of this contract."
SERIES 4
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 14,000 shares of $50.00 par
value, 6% cumulative, non-participating, convertible, voting Preferred Stock
of this Company, which stock shall be legally equivalent in respect of
priorities upon dissolution and payment of dividends to the preferred stock of
the Company issued and outstanding, such stock to be known as Series 4,
Class B Preferred Stock and to be subject to the following relative rights and
preferences.
1. This preferred stock may be converted at any time after
issue from time to time, in whole or in part, at the option
of the Stockholders, or any of them, into common stock of
the Company at the rate of two and one-half (2-1/2) shares
of common stock for one (1) share of preferred stock plus
one (1) share of common stock for each $20.00 of accrued
dividends on such converted preferred stock. In case the
Company shall be recapitalized through the subdivision or
combination of its outstanding common stock into a greater
or smaller number of shares, then in each such case the
conversion ratio then in effect shall be reduced or
increased in the same proportion; provided, however, that at
any time after July 1, 1978 the Company may at its option
call for redemption all or any part of this preferred stock
which has not theretofore been converted pursuant to the
terms set forth in this paragraph, by paying therefor in
cash the par value thereof plus accrued dividends to the
date of payment, such sum being the redemption price;
provided further that at least thirty (30) days notice prior
to the redemption date shall be given to the holders of
record of such preferred stock addressed to the last post
office address shown on the records of the Company by
prepaid certified mail. On the date fixed for the
redemption each holder of such preferred shares shall have
the option to convert all or part of said preferred shares
to common stock as hereinbefore provided or accept
redemption of said shares and shall exercise said option by
prepaid, certified mail not less than twenty-five (25) days
after the date of the notice of redemption. On the date
fixed for redemption by said notice of redemption each
holder of preferred shares shall surrender such holder's
certificate or certificates at the place designated in such
notice and thereupon be entitled to receive, at his option,
the payment of the redemption price or the converted common
shares of stock. If notice of redemption is duly given and
if funds for the redemption have been set aside prior to the
redemption date, and if the stockholder has not exercised
his option in writing and surrendered his certificate or
certificates for his shares of said preferred stock, then no
dividend shall be payable on such shares after the date
fixed for redemption, and all rights with respect to shares
so called for redemption shall forthwith, after such date,
terminate, except only for the right of the holders to
receive the redemption price thereof, without interest.
2. Without the consent of the holders of a two-thirds majority
of this series of preferred stock at the time outstanding,
given in person or by proxy, either in writing or at a
meeting of shareholders at which the holders of this series
of preferred stock shall vote separately as a class, the
Company shall not issue (and has not heretofore issued) any
shares of any other series of preferred stock having
priority over this series of preferred stock as to payment
of dividends (including dividends in arrears or in default)
or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
3. The Stockholders shall not be obligated to sell or convert
any of said preferred stock prior to July 30, 1978.
4. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision of this contract."
SERIES 5
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 12,000 shares of $50.00 par
value, 6% cumulative, non-participating, convertible, voting Preferred Stock
of this Company, which stock shall be legally equivalent in respect of
priorities upon dissolution and payment of dividends to the preferred stock of
the Company issued and outstanding, such stock to be known as Series 5,
Class B Preferred Stock and to be subject to the following relative rights and
preferences:
1. This preferred stock may be converted at any time after
issue from time to time, in whole or in part, at the option
of the stockholders, or any of them, into common stock of
the Company, at the rate of two and one-half (2-1/2) shares
of common stock for one (1) share of preferred stock plus
one (1) share of common stock for each $20.00 of accrued
dividends on such converted preferred stock. In case the
Company shall be recapitalized through the subdivision or
combination of its outstanding common stock into a greater
or smaller number of shares, then in each such case the
conversion ratio then in effect shall be reduced or
increased in the same proportion; provided, however, that at
any time after July 1, 1978 the Company may at its option
call for redemption all of any part of this preferred stock
which has not theretofore been converted pursuant to the
terms set forth in this paragraph, by paying therefor in
cash the par value thereof plus accrued dividends to the
date of payment, such sum being the redemption price;
provided further that at least thirty (30) days notice prior
to the redemption date shall be given to the holders of
record of such preferred stock addressed to the last post
office address shown on the records of the Company by
prepaid certified mail. On the date fixed for redemption
each holder of such preferred shares shall have the option
to convert all or part of said preferred shares to common
stock as hereinbefore provided or accept redemption of said
shares and shall exercise said option by prepaid, certified
mail not less than twenty-five (25) days after the date of
the notice of redemption. On the date fixed for redemption
by said notice of redemption each holder of preferred shares
shall surrender such holder's certificate or certificates at
the place designated in such notice and thereupon be
entitled to receive, at his option, the payment of the
redemption price or the converted common shares of stock.
If notice of redemption is duly given and if funds for the
redemption have been set aside prior to the redemption date,
and if the stockholder has not exercised his option in
writing and surrendered his certificate or certificates for
his shares of said preferred stock, then no dividend shall
be payable on such shares after the date fixed for
redemption, and all rights with respect to shares so called
for redemption shall forthwith, after such date, terminate,
except only for the right of the holders to receive the
redemption price thereof, without interest.
2. Without the consent of the holders of a two-thirds majority
of this series of preferred stock at the time outstanding,
given in person or by proxy, either in writing or at a
meeting of shareholders at which the holders of this series
of preferred stock shall vote separately as a class, the
Company shall not issue (and has not heretofore issued) any
shares of any other series of preferred stock having
priority over this series of preferred stock as to payment
of dividends (including dividends in arrears or in default)
or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
3. The Stockholders shall not be obligated to sell or convert
any of said preferred stock prior to July 30, 1978.
4. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision."
SERIES 6
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 5,500 shares of $50.00 par
value, 6% cumulative, non-participating, convertible, voting Preferred Stock
of this Company, which stock shall be legally equivalent in respect of
priorities upon dissolution and payment of dividends to the preferred stock of
the Company issued and outstanding, such stock to be known as Series 6,
Class B Preferred Stock and to be subject to the following relative rights and
preferences:
1. This preferred stock may be converted at any time after
issue from time to time, in whole or in part, at the option
of the Stockholders, or any of them into common stock of the
Company at the ratio of two (2) shares of common stock for
one (1) share of preferred stock plus one (1) share of
common stock for each $25.00 of accrued dividends on such
converted preferred stock. In case the Company shall be
recapitalized through the subdivision or combination of its
outstanding common stock into a greater or smaller number of
shares or shall declare any stock splits or stock dividends,
then in each such case the conversion ratio then in effect
shall be reduced or increased in the same proportion;
provided, however, that at any time after August 1, 1979 the
Company may at its option call for redemption all or any
part of this preferred stock which has not theretofore been
converted pursuant to the terms set forth in this paragraph,
by paying therefore in cash the par value thereof plus
accrued dividends to the date of payment, such sum being the
redemption price; provided further that at least thirty (30)
days notice prior to the redemption date shall be given to
the holders of record of such preferred stock addressed to
the last post office address on the records of the Company
by prepaid certified mail. On the date fixed for redemption
each holder of such preferred shares shall have the option
to convert all or part of said preferred shares to common
stock as hereinbefore provided or accept redemption of said
shares and shall exercise said option by prepaid certified
mail not less than twenty-five (25) days after the date of
the notice of redemption. On the date fixed for redemption
by said notice of redemption each holder of preferred shares
shall surrender such holder's certificate or certificates at
the place designated in such notice and thereupon be
entitled to receive, at his option, the payment of the
redemption price or the converted common shares of stock.
If notice of redemption is duly given and if funds for the
redemption have been set aside prior to the redemption date,
and if the stockholder has not exercised his option in
writing and surrendered his certificate or certificates for
his shares of said preferred stock, then no dividend shall
be payable on such shares after the date fixed for
redemption, and all rights with respect to shares so called
for redemption shall forthwith, after such date, terminate,
except only for the right of the holders to receive the
redemption price thereof, without interest.
2. Without the consent of the holders of a two-thirds majority
of this series of preferred stock at the time outstanding,
given in person or by proxy, either in writing or at a
meeting of shareholders at which the holders of this series
of preferred stock shall vote separately as a class, the
Company shall not issue (and has not heretofore issued any
shares of any other series of preferred stock having
priority over this series of preferred stock as to payment
of dividends (including dividends in arrears or in default)
or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
3. The Stockholders shall not be obligated to sell or convert
any of said preferred stock prior to August 1, 1979.
4. Each preferred stock certificate shall have stamped thereon
a legend describing this redemption agreement or making
reference to this provision of this contract."
SERIES 7
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 44,400 shares of
$50.00 par value, 7% cumulative, non-participating, convertible, voting
Preferred Stock of this Company, which stock shall be legally equivalent in
respect of priorities upon dissolution and payment of dividends to the
preferred stock of the Company issued and outstanding, such stock to be known
as Series 7, Class B Preferred Stock and to be subject to the following
relative rights and preferences:
1. The total Series 7 preferred stock may be converted after
issue pursuant to the following schedule, at the option of
the Stockholders, or any of them into common stock of the
Company at the rate of two (2) shares of common stock for
one (1) share of preferred stock plus one (1) share of
common stock for each $25.00 of accrued dividends on such
converted preferred stock, or at tendering shareholders
options such shares may be surrendered for redemption in
cash at par plus accrued dividends.
Year
After 6/18/73 Annual Cumulative Total
7th Year 11,100 11,100
8th Year 8,880 19,980
9th Year 8,880 28,860
10th Year 8,880 37,740
11th Year 6,660 44,400
The number of shares tendered by each of the Stockholders during
any annual period shall be in such proportion as agreed upon among
the Stockholders; provided that in the absence of written
notification to the Company to the contrary, signed by all of the
Stockholders, the shares tendered by any one of the Stockholders
during any annual period shall not exceed one-fourth of the annual
conversion privilege for that year as provided above, plus one-
fourth of the then remaining cumulative total from prior years.
In case the Company shall be recapitalized through the subdivision
or combination of its outstanding common stock into a greater or
smaller number of shares or shall declare any stock splits or
stock dividends, then in each such case the conversion ratio then
in effect shall be reduced or increased in the same proportion;
provided, however, that at any time after July 1, 1984, the
Company may at its option call for redemption all or any part of
this preferred stock which has not theretofore been converted
pursuant to the terms set forth in this paragraph, by paying
therefor in cash the par value thereof plus accrued dividends to
the date of payment, such sum being the redemption price; provided
further, that at least thirty (30) days notice prior to the
redemption date shall be given to the holders of record of such
preferred stock addressed to the last post office address shown on
the records of the Company. On the date fixed for redemption by
said notice of redemption each holder of preferred shares shall
surrender such holder's certificate or certificates at the place
designated in such notice and thereupon be entitled to receive the
payment of the redemption price. If notice of redemption is duly
given and if funds for the redemption have been set aside prior to
the redemption date, and if the stockholder has not surrendered
his certificate or certificates for his shares of said preferred
stock, then no dividend shall be payable on such shares after the
date fixed for redemption, and all rights with respect to shares
so called for redemption shall forthwith, after such date,
terminate, except only for the right of the holders to receive the
redemption price thereof, without interest.
2. Without the consent of the holders of a two-thirds majority of
this series of preferred stock at the time outstanding, given in
person or by proxy, either in writing or at a meeting of
shareholders at which the holders of this series of preferred
stock shall vote separately as a class, the Company shall not
issue (and has not heretofore issued) any shares of any other
series of preferred stock having priority over this series of
preferred stock as to payment of dividends (including dividends in
arrears or in default) or as to distribution of assets upon
liquidation, distribution or winding up of the Company.
3. Each preferred stock certificate shall have stamped thereon a
legend describing this redemption agreement or making reference to
this provision of this contract."
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING CONAGRA, INC.
A NEBRASKA CORPORATION
INTO CONAGRA, INC.
A DELAWARE CORPORATION
____________________________________
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, ConAGra, Inc., a corporation organized and existing under the laws
of the State of Nebraska, does hereby certify:
FIRST: ConAgra, Inc., a Nebraska corporation, was incorporated pursuant
to the Business Corporation Act of the State of Nebraska, the provisions of
which permit the merger of a corporation of another state into a corporation
organized and existing under the laws of this state.
SECOND: ConAgra, Inc., a Nebraska corporation, owns all of the
outstanding shares of the stock of ConAgra, Inc., a corporation organized and
existing under the laws of the State of Delaware incorporated on December 5,
1975, pursuant to the General Corporation Law of this State.
THIRD: ConAgra, Inc., a Nebraska corporation, by a resolution of its
Board of Directors duly adopted as of the 15th day of December, 1975,
determined to merge itself into said ConAgra, Inc., a Delaware corporation,
which resolution is in the following words:
"WHEREAS, the stockholders of the company have approved the Plan
and Agreement of Merger by which the company's state of
incorporation would be changed from Nebraska to Delaware, which
Plan and Agreement of Merger was presented to the stockholders at
their annual meeting on October 28, 1975, and
"WHEREAS, the Board of Directors have determined that the
necessary steps should be taken in order that the merger can be
effectuated on January 12, 1976,
"BE IT RESOLVED, that the officers of the company are authorized
and directed to take all action and execute all documents
necessary in order to carry out the terms and conditions of the
Plan and Agreement of Merger between ConAgra, Inc., a Nebraska
corporation, and ConAgra, Inc., a Delaware corporation, in such a
manner that the merger will become effective on January 12, 1976,
and
"BE IT FURTHER RESOLVED, that upon the effective date of the
merger each of the issued and outstanding shares of capital stock
of the Nebraska corporation and all rights in respect thereof
shall be converted into one fully paid and nonassessable share of
capital stock of the Delaware corporation and each certificate
nominally representing shares of the capital stock of the Nebraska
corporation shall for all purposes be deemed to evidence the
ownership of a like number of shares of capital stock of the
Delaware corporation."
FOURTH: The proposed merger was submitted to the shareholders of the
undersigned corporation at an annual meeting of shareholders held on October
28, 1975, and at that meeting more than two-thirds of the outstanding stock of
the undersigned corporation entitled to vote on the merger voted in favor of
the same and that such meeting was held after twenty days notice to
shareholders of the purpose of the meeting mailed to each such shareholder at
his address as the same appeared on the records of the corporation. At the
time of the meeting, there were outstanding 3,411,165 shares of capital stock
of the company entitled to vote on the merger and that the following number of
shares voted in favor of the merger: 2,462,572. The following number of
shares voted against the merger: 187,896.07. The following number of shares
abstained: 203,828.
FIFTH: This merger shall become effective on January 12, 1976, or the
date of filing of this Certificate, whichever shall occur later.
IN WITNESS WHEREOF, said ConAgra, Inc., a Nebraska corporation, has
caused this Certificate to be signed by its President and its Secretary this
19th day of December, 1975.
ConAgra, Inc., a Nebraska corporation
/s/ CLAUDE I. CARTER
By___________________________________
Claude I. Carter, President
/s/ J. W. GOODRICH
Attest: By___________________________________
J.W. Goodrich, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
__________________________
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws
of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of stockholders of the company, held on
May 24, 1976, an amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the Delaware
General Corporation Law; the amendment so adopted is set forth on Exhibit "A"
attached hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
24th day of May, 1976.
CONAGRA, INC., A Delaware Corporation
/s/ C. M. HARPER
By ___________________________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
By____________________________
J.W. Goodrich, Secretary
<PAGE>
EXHIBIT "A"
ARTICLE XIV
Additional Voting Rights
"A. Except as otherwise expressly provided in Paragraph B of this
Article XIV:
(i) any merger or consolidation of the Corporation with or into
any other corporation;
(ii) any sale, lease, exchange, or other disposition of all or
any substantial part of the assets of the Corporation to or with any
other corporation, person or other entity; or
(iii) the issuance or transfer of any securities of the
Corporation to any other corporation, person or other entity in exchange
for assets, securities or cash or a combination thereof;
shall require the affirmative vote of the holders of
(a) at least 75% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election
of directors, and
(b) at least a majority of the outstanding shares of capital
stock of the Corporation which are not beneficially owned by
such corporation, person or other entity,
if, as of the record date for the determination of stockholders entitled
to notice thereof and to vote on any transaction described in clauses
(i), (ii), or (iii) above, such other corporation, person or entity is
the beneficial owner, directly or indirectly, of 5% or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that
some lesser percentage may be specified, by law or in any agreement with
any national securities exchange.
B. The provisions of this Article XIV shall not apply to any
transaction described in clauses (i), (ii) or (iii) of Paragraph A of
this Article, (i) with another corporation if a majority, by vote, of
the outstanding shares of all classes of capital stock of such other
corporation entitled to vote generally in the election of directors,
considered for this purpose as one class, is owned of record or
beneficially by the Corporation and/or its subsidiaries; (ii) with
another corporation, person or other entity if the Board of Directors of
the Corporation shall by resolution have approved a memorandum of
understanding or form of contract with such other corporation, person or
entity with respect to and substantially consistent with such other
transaction prior to the time such other corporation, person or other
entity became the beneficial owner, directly or indirectly, of 5% or
more of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors; or (iii)
approved by resolution adopted by a vote of three-quarters of the entire
Board of Directors of the Corporation at any time prior to the
consummation of any such transaction described in clauses (i), (ii) or
(iii) of Paragraph A of this Article.
C. For the purposes of this Article XIV, a corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of
capital stock of the Corporation (i) which it has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise, or (ii) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (i) above), by any other corporation, person or
other entity (a) with which it or its "affiliate" or "associate" (as
defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of capital stock of
the Corporation or (b) which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 as amended.
D. This Article XIV may not be amended or rescinded except by the
affirmative vote of the holders of at least 75% of the outstanding
shares of capital stock of the Corporation entitled to vote generally in
the election of directors."
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
_______________________
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws
of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law; the amendment so adopted is set
forth on Exhibit "A" attached hereto and made a part hereof.
SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article VII, Paragraph (a) of the
Certificate of Incorporation was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law; the
amendment so adopted is set forth on Exhibit "B" attached hereto and made a
part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
13th day of April, 1977.
ConAgra, Inc., A Delaware Corporation
/s/ C.M. HARPER
By:_____________________________
C.M. Harper, President
Attest:
/s/ J.W. Goodrich, Secretary
By:_______________________________
J.W. Goodrich, Secretary
<PAGE>
EXHIBIT A
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be Eighty-Two Million Five
Hundred Thousand Dollars ($82,500,000) divided into ten million (10,000,000)
shares of common stock of a par value of Five Dollars ($5.00) per share, one
hundred fifty thousand (150,000) shares of Class B Preferred Stock of a par
value of Fifty Dollars ($50.00) per share, and two hundred fifty thousand
($250,000) shares of Class C Preferred Stock of a par value of One Hundred
Dollars ($100.00) per share.
The Class B Preferred Shares of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series
within Class B as determined by the Board of Directors: (a) The rate of
dividend; (b) Whether the shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption; (c) The amount payable upon
shares in event of voluntary or involuntary liquidation; (d) Sinking fund
provisions, if any, for the redemption or purchase of shares; (e) The terms
and conditions, if any, on which shares may be converted.
The Class C Preferred Shares of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall
be identical except as to the following relative rights and preferences as to
which there may be variations between different series within Class C as
determined by the Board of Directors: (a) Whether such shares shall be granted
voting rights and, if so, to what extent, and upon what terms and conditions;
(b) The rates and times at which and the terms and conditions on which,
dividends on such shares shall be paid and any dividend rights of cumulation;
(c) Whether such shares shall be granted conversion rights, and, if so, upon
what terms and conditions; (d) Whether the corporation shall have the right to
redeem such shares and, if so, upon what terms and conditions; (d) The
liquidation rights (if any) of such shares, including whether such shares
shall enjoy any liquidation preference over the common stock; and (f) Such
other designations, preferences relative rights and limitations (if any)
attaching to such shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
<PAGE>
EXHIBIT B
ARTICLE VII, PARAGRAPH (a)
The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than seven
nor more than twelve, shall be fixed from time to time by the By-Laws.
Commencing with the annual election of directors by the stockholders of the
Corporation in 1977, the directors of the Corporation shall be divided into
three classes: Class I, Class II and Class III, each such class, as nearly as
possible, to have the same number of directors. The term of office of the
initial Class I directors shall expire at the annual election of directors by
the stockholders of the corporation in 1978, the term of office of the initial
Class II directors shall expire at the annual election of directors by the
stockholders of the corporation in 1979, and the term of office of the initial
Class III directors shall expire at the annual election of directors by the
stockholders of the corporation in 1980, or in each case thereafter when their
respective successors are elected by the stockholders and qualify. At each
annual election of directors by the stockholders of the corporation held after
1977, the directors chosen to succeed those whose terms are then expired shall
be identified as being of the same class as the directors they succeed and
shall be elected by the stockholders of the corporation for a term expiring at
the third succeeding annual election of directors, or thereafter when their
respective successors in each case are elected by the stockholders and
qualify.
The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the
affirmative vote of not less than 75% of the members of the Board of Directors
of this Corporation and the affirmative vote of the holders of a majority of
the total voting power of all outstanding shares of stock of this Corporation.
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
_______________________________
Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was
filed in the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At the annual meeting of stockholders of the company held
on September 20, 1977, an amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Section 242 of the Delaware
General Corporation Law; the amendment so adopted is set forth on Exhibit "A"
attached hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Certificate of Amendment to be signed by its President and
Secretary this 20th day of September, 1977.
ConAgra, Inc., a Delaware Corporation
/s/ C.M. HARPER
By__________________________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
By________________________________
J.W. Goodrich, Secretary
<PAGE>
EXHIBIT A
ARTICLE XV
CERTAIN BUSINESS COMBINATIONS
1. The affirmative vote or consent of the holders of ninety-five
percent (95%) of all shares of stock of the Corporation entitled to vote in
elections of directors, considered for the purposes of this Article XV as one
class, shall be required for the adoption or authorization of a business
combination (as hereinafter defined) with any other entity (as hereinafter
defined) if, as of the record date for the determination of stockholders
entitled to notice thereof and to vote thereon or consent thereto, such other
entity is the beneficial owner, directly or indirectly, of more than thirty
percent (30%) of the outstanding shares of stock of the Corporation entitled
to vote in elections of directors considered for the purposes of this Article
XV as one class; provided that such ninety-five percent (95%) voting
requirement shall not be applicable if:
(a) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination bears the same or a greater percentage relationship to the market
price of the Corporation's Common Stock immediately prior to the announcement
of such business combination as the highest per share price (including
brokerage commissions and/or soliciting dealers fees) which such other entity
has theretofore paid for any of the shares of the Corporation's Common Stock
already owned by it bears to the market price of the Common Stock of the
Corporation immediately prior to the commencement of acquisition of the
Corporation's Common Stock by such other entity;
(b) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination (i) is not less than the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) paid by such other
entity in acquiring any of its holdings of the Corporation's Common Stock, and
(ii) is not less than the earnings per share of Common Stock of the
Corporation for the four full consecutive fiscal quarters immediately
preceding the record date for solicitation of votes on such business
combination, multiplied by the then price-earnings multiple (if any) of such
other entity as customarily computed and reported in the financial community.
(c) After such other entity has acquired a thirty percent (30%)
interest and prior to the consummation of such business combination: (i) such
other entity shall have taken steps to ensure that the Corporation's Board of
Directors included at all times representation by continuing director(s) (as
hereinafter defined) proportionate to the stockholdings of the Corporation's
public common stockholders not affiliated with such other entity (with a
continuing director to occupy any resulting fractional board position); (ii)
there shall have been no reduction in the rate of dividends payable on the
Corporation's Common Stock except as necessary to insure that a quarterly
dividend payment does not exceed 15% of the net income of the Corporation for
the four full consecutive fiscal quarters immediately preceding the
declaration date of such dividend, or except as may have been approved by a
unanimous vote of the directors; (iii) such other entity shall not have
acquired any newly issued shares of stock, directly or indirectly, from the
Corporation (except upon conversion of convertible securities acquired by it
prior to obtaining a thirty percent (30%) interest or as a result of a pro
rata stock dividend or stock split); and (iv) such other entity shall not have
acquired any additional shares of the Corporation's outstanding Common Stock
or securities convertible into Common Stock except as a part of the
transaction which results in such other entity acquiring its thirty percent
(30%) interest;
(d) Such other entity shall not have (i) received the benefit, directly
or indirectly (except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance or tax credits
provided by the Corporation, or (ii) made any major change in the
Corporation's business or equity capital structure without the unanimous
approval of the directors, in either case prior to the consummation of such
business combination; and
(e) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to public stockholders of the Corporation
for the purpose of soliciting stockholder approval of such business
combination and shall contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the business
combination which the continuing directors, or any of them, may choose to
state and, if deemed advisable by a majority of the continuing directors, an
opinion of a reputable investment banking firm as to the fairness (or not) of
the terms of such business combination, from the point of view of the
remaining public stockholders of the Corporation (such investment banking firm
to be selected by a majority of the continuing directors and to be paid a
reasonable fee for their services by the Corporation upon receipt of such
opinion).
The provisions of this Article XV shall also apply to a business
combination with any other entity which at any time has been the beneficial
owner, directly or indirectly, of more than thirty percent (30%) of the
outstanding shares of stock of the Corporation entitled to vote in elections
of directors considered for the purposes of this Article XV as one class,
notwithstanding the fact that such other entity has reduced its shareholdings
below thirty percent (30%) if, as of the record date for the determination of
stockholders entitled to notice of and to vote on or consent to the business
combination, such other entity is an "affiliate" of the Corporation (as
hereinafter defined).
2. As used in this Article XV, (a) the term "other entity" shall
include any corporation, person or other entity and any other entity with
which it or its "affiliate" or "associate" (as defined below) has any
agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of stock of the
Corporation, or which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect on January 1, 1975, together with
the successors and assigns of such persons in any transaction or series of
transactions not involving a public offering of the Corporation's stock within
the meaning of the Securities Act of 1933; (b) another entity shall be deemed
to be the beneficial owner of any shares of stock of the Corporation which the
other entity (as defined above) has the right to acquire pursuant to any
agreement, or upon exercise of conversation rights, warrants or options, or
otherwise; (c) the outstanding shares of any class of stock of the Corporation
shall include shares deemed owned through application of clause (b) above but
shall not include any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise; (d) the term "business combination" shall include any merger or
consolidation of the Corporation with or into any other corporation, or the
sale or lease of all or any substantial part of the assets of the Corporation
to, or any sale or lease to the Corporation or any subsidiary thereof in
exchange for securities of the Corporation of any assets (except assets having
an aggregate fair market value of less than $5 million) of any other entity;
(e) the term "continuing director" shall mean a person who was a member of the
Board of Directors of the Corporation elected by the public stockholders prior
to the time that such other entity acquired in excess of ten percent (10%) of
the stock of the Corporation entitled to vote in the election of directors, or
a person recommended to succeed a continuing director by a majority of
continuing directors; and (f) for the purposes of subparagraphs 1(a) and (b)
of this Article XV the term "other consideration to be received" shall mean
Common Stock of the Corporation retained by its existing public stockholders
in the event of a business combination with such other entity in which the
Corporation is the surviving corporation.
3. A majority of the continuing directors shall have the power and
duty to determine for the purposes of this Article XV on the basis of
information known to them whether (a) such other entity beneficially owns more
than thirty percent (30%) of the outstanding shares of stock of the
Corporation entitled to vote in election of directors, (b) an other entity is
an "affiliate" or "associate" (as defined above) of another, (c) another
entity has an agreement, arrangement or understanding with another, or (d) the
assets being acquired by the Corporation, or any subsidiary thereof, have an
aggregate fair market value of less than $5,000,000.
4. No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of this
Article XV unless the amendment effecting such amendment, alteration, change
or repeal shall receive the affirmative vote or consent of the holders of
ninety-five percent (95%) of all shares of stock of the Corporation entitled
to vote in election of directors, considered for the purposes of this Article
XV as one class; provided that this paragraph 4 shall not apply to, and such
ninety-five percent (95%) vote or consent shall not be required for, any
amendment, alteration, change or repeal recommended to the stockholders by a
vote of eighty percent (80%) of the Board of Directors of the Corporation
present at a regularly and validly convened meeting of directors at corporate
headquarters, if at least eighty percent (80%) of the full Board of Directors
are persons who would be eligible to serve as "continuing directors" within
the meaning of paragraph 2 of this Article XV.
5. Nothing contained in this Article XV shall be construed to relieve
any other entity from any fiduciary obligation imposed by law.
<PAGE>
STATEMENT OF RESOLUTION ESTABLISHING SERIES
OF CLASS C PREFERRED SHARES OF
CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of 22,500 shares of Series 1, Class C
Preferred Stock was adopted by its Board of Directors pursuant to authority
expressly vested in it by the provisions of the Certificate of Incorporation
of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 22,500
shares of $100 par value, 6% Cumulative, Non-Participating,
Convertible, Voting Preferred Stock of this Company, said shares
to be known as Series 1, Class C Preferred Stock and shall be
subject to the following relative rights and preferences:
(i) The Series 1, Class C, Preferred Stock shall not
have any priority over any shares of preferred
stock, Class B, as to payment of dividends or as to
the distribution of assets upon liquidation,
distribution, or winding up of the Company.
(ii) Priority of such shares upon dissolution of the
issuer shall be legally equivalent to all other
preferred shares of the Company issued and
outstanding at the date of issuance of such Series
1, Class C Preferred Stock.
(iii)The holders of this preferred stock shall be entitled to
receive dividends thereon not less frequently than
quarterly.
(iv) All or any part of such preferred stock may be called for
redemption by the Company, at its option, at any time after
two (2) years from its date of issue, by paying therefor in
cash the par value thereof plus accrued dividends to the
date of payment, such sum being the redemption price. At
least thirty (30) days' notice prior to the redemption date,
by prepaid certified mail, shall be given to the holders of
record of such preferred stock, addressed to the last post
office address shown on the records of the Company. On the
date fixed for redemption, and stated in such notice, each
holder of preferred shares shall surrender such holder's
certificate or certificates at the place designated in such
notice and thereupon be entitled to receive payment of the
redemption price. If notice of redemption is duly given and
if funds for the redemption have been set aside prior to the
redemption date, notwithstanding the fact that a stockholder
may have failed to surrender the same, no dividend shall be
payable on such shares after the date fixed for redemption,
and all rights with respect to shares so called for
redemption shall forthwith, after such date, terminate,
except only the right of the holders to receive the
redemption price thereof, without interest.
(v) All or any part of such preferred stock may be tendered by
the holders thereof, at their option, at any time after five
(5) years from its date of issue, for redemption by the
Company and upon such tender in the manner provided herein,
the Company shall pay such holder or holders the par value
thereof plus accrued dividends to the date of payment, such
sum being the redemption price. Upon receipt of notice by
such holder, the Company shall give such holder notice of
the redemption date, by prepaid certified mail, addressed to
the last post office address shown on the records of the
Company, which redemption date shall be within thirty (30)
days after mailing such notice. On the date fixed for
redemption, and stated in such notice, such holder of
preferred shares shall surrender such holder's certificate
or certificates to the Company and thereupon be entitled to
receive payment of the redemption price. If notice of
redemption is duly given and if funds for the redemption
have been set aside prior to the redemption date,
notwithstanding the fact that a stockholder may have failed
to surrender the same, no dividend shall be payable on such
shares after the date fixed for redemption, and all rights
with respect to shares so tendered for redemption shall
forthwith, after such date, terminate, except only the right
of the holders to receive the redemption price thereof,
without interest.
(vi) Such preferred stock may be converted at any time after ten
(10) years from its date of issue at the option of the
holders, or any of them, into common stock of the Company at
the rate of four and forty-four hundredths (4.44) shares of
common stock for one (1) share of preferred stock (rounded
down to the nearest whole share) plus cash for accrued
dividends on converted preferred to and including the date
of issuance of such common stock. In case the Company shall
be recapitalized through the subdivision or combination of
its outstanding common stock into a greater or smaller
number of shares (excepting, however, stock dividends) then
in each such case the conversion ratio in effect shall be
reduced or increased in the same proportion, provided,
however, that at any time after ten (10) from its date of
issue the Company may call for redemption all or any part of
this preferred stock which has not theretofore been
converted in the same manner as set forth above; provided,
however, any election to convert such preferred stock into
common stock of the Company shall be deemed to be an
election by such holder to convert all preferred shares
owned by such holder to common stock of the Company and, in
no event, shall any such conversion result in a holder
holding both preferred and common stock of the Company.
(vii)Without the written consent of the holders of a two-thirds
(2/3) majority of this series of preferred stock at the time
outstanding, given in person or by proxy, either in writing
or at a meeting of shareholders at which the holders of this
series of preferred stock shall vote separately as a class,
the Company shall not hereafter issue any shares of any
other series of this Class C Preferred Stock having priority
over this series of preferred stock as to payment of
dividends (including dividends in arrears or in default) or
as to distribution of assets upon liquidation, distribution
or winding up of the Company.
(viii) Each preferred stock certificate shall have stamped
thereon a legend describing this redemption
agreement or making reference to this provision."
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Statement of Resolution to be signed by its President and its
Secretary this 24th day of May, 1978.
ConAgra, Inc., a Delaware
corporation
/s/ C. M. HARPER
By___________________________
C. M. Harper, President
ATTEST:
/s/ J. W. GOODRICH
By________________________________
J. W. Goodrich, Secretary
<PAGE>
CERTIFICATE OF CORRECTION TO
STATEMENT OF RESOLUTION ESTABLISHING SERIES
OF CLASS C PREFERRED SHARES OF CONAGRA, INC.
Pursuant to Section 103(f) of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized under the laws of
the State of Delaware, does hereby file this Certificate of Correction to
Statement of Resolution Establishing Series of Class C Preferred Shares of
ConAgra, Inc. Said Statement of Resolution was originally filed with the
Secretary of State of the State of Delaware on May 26, 1978, and contained an
inaccurate and incomplete statement of the resolution adopted by the Board of
Directors of ConAgra, Inc. Because of the significant differences in the
language of the resolution contained in said Statement of Resolution and that
actually adopted, the resolution is herein restated in its entirety. ConAgra,
Inc. does hereby certify that the following resolution providing for the
issuance of 22,500 shares of Series 1, Class C Preferred Stock was adopted by
its Board of Directors pursuant to authority expressly vested in it by the
provisions of the Certificate of Incorporation of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 22,500
shares of $100 par value, 6% Cumulative, Non-Participating,
Convertible, Voting Preferred Stock of this Company, said shares
to be known as Series 1, Class C Preferred Stock and shall be
subject to the following relative rights and preferences:
(i) The Series 1, Class C, Preferred Stock shall not have any
priority over any shares of preferred stock, Class B, as
to payment of dividends or as to the distribution of
assets upon liquidation, distribution, or winding up of
the Company.
(ii) Priority of such shares upon dissolution of the issuer
shall be legally equivalent to all other preferred shares
of the Company issued and outstanding at the date of
issuance of such Series 1, Class C Preferred Stock.
(iii) The dividends upon the preferred stock shall be cumulative
from the date of issue thereof so that if dividends for
any past dividend period at the rate of six per centum
(6%) of the par value thereof per share, per annum shall
not have been paid thereon, or declared and a sum
sufficient for payment thereof set apart, the deficiency
shall be fully paid or set apart but without interest,
before any dividend shall be paid upon or set apart for
the common stock. Whenever the full dividend upon the
preferred stock for all past dividend periods shall have
been paid, and the full dividend thereon for the then
current dividend period shall have been paid or declared
and a sum sufficient for the payment thereof set apart,
dividends upon the common stock may be declared by the
board of directors out of the remainder of the assets
available therefor.
(iv) The holders of the Series 1, Class C Preferred Stock shall
be entitled to receive dividends thereon not less
frequently than quarterly.
(v) All or any part of such preferred stock may be called for
redemption by the Company, at its option, at any time
after ten (10) years from its date of issue, by paying
therefor in cash the par value thereof plus accrued
dividends to the date of payment, such sum being the
redemption price. At least thirty (30) days' notice prior
to the redemption date, by prepaid certified mail, shall
be given to the holders of record of such preferred stock,
addressed to the last post office address shown on the
records of the Company. On the date fixed for redemption,
and stated in such notice, each holder of preferred stock
shall surrender such holder's certificate or certificates
at the place designated in such notice and thereupon be
entitled to receive payment of the redemption price. If
notice of redemption is duly given and if funds for the
redemption have been set aside prior to the redemption
date, notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be payable
on such shares after the date fixed for redemption, and
all rights with respect to shares so called for redemption
shall forthwith, after such date, terminate, except only
the right of the holders to receive the redemption price
thereof, without interest.
(vi) All or any part of such preferred stock may be tendered by
the holders thereof, at their option, at any time after
five (5) years from its date of issue for redemption by
the Company and upon such tender in the manner provided
herein, the Company shall pay such holder or holders the
par value thereof, plus accrued dividends to the date of
payment, such sum being the redemption price. Upon
receipt of notice by such holder, the Company shall give
such holder notice of the redemption date, by prepaid
certified mail, addressed to the last post office address
shown on the records of the Company, which redemption date
shall be within thirty (30) days after receiving such
notice. On the date fixed for redemption, and stated in
such notice, such holder of preferred stock shall
surrender such holder's certificate or certificates to the
Company and thereupon be entitled to receive payment of
the redemption price. If notice of redemption is duly
given and if funds for the redemption have been set aside
prior to the redemption date, notwithstanding the fact
that a stockholder may have failed to surrender the same,
no dividend shall be payable on such shares after the date
fixed for redemption, and all rights with respect to
shares so tendered for redemption shall forthwith, after
such date, terminate, except only the right of the holders
to receive the redemption price thereof, without interest.
(vii) Such preferred stock may be converted at any time after
two (2) years from its date of issue, at the option of the
holders, or any of them, into common stock of the Company
at the rate of four and forty-four hundredths (4.44)
shares of common stock for one (1) share of preferred
stock (rounded down to the nearest whole share) plus cash
for accrued dividends on converted preferred to and
including the date of issuance of such common stock. In
case the Company shall be recapitalized through the
subdivision or combination of its outstanding common stock
into a greater or smaller number of shares or shall issue
any stock dividends or warrants generally to its
stockholders, then in each such case, the conversion ratio
in effect shall be reduced or increased in the same
proportion; provided, however, that at any time after ten
(10) years from its date of issue, the Company may call
for redemption all or any part of this preferred stock
which has not theretofore been converted pursuant to the
terms set forth in this paragraph, by paying therefor in
cash the par value thereof plus accrued dividends to the
date of payment, such sum being the redemption price,
provided, further, that at least thirty (30) days notice
prior to the redemption date shall be given to the holders
of record of such preferred stock addressed to the last
post office address shown on the records of the Company by
prepaid certified mail. On the date fixed for the
redemption each holder of such preferred shares shall have
the option to convert said preferred shares to common
stock as hereinbefore provided or accept redemption of
said shares and shall exercise said option by prepaid,
certified mail not less than twenty-five (25) days after
the date of the notice of redemption. On the date fixed
for redemption by said notice of redemption each holder of
preferred shares shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive, at his option, the
payment of the redemption price or the converted common
shares of stock. If notice of redemption is duly given
and if funds for the redemption have been set aside prior
to the redemption date, and if the stockholder has not
exercised his option in writing to convert his preferred
stock into common and surrendered his certificate or
certificates for his shares of said preferred stock, then
no dividend shall be payable on such shares after the date
fixed for redemption, and all rights with respect to
shares so called for redemption shall forthwith, after
such date, terminate, except only for the right of the
holders to receive the redemption price thereof, without
interest. Any election to convert such preferred stock
into common stock of the Company pursuant to the terms set
forth in this paragraph shall be deemed to be an election
by such holder to convert all preferred shares owned by
such holder to common stock of the Company, and, in no
event, shall any such conversion result in a holder
holding both preferred and common stock of the Company.
(viii)Without the written consent of the holders of a two-thirds
(2/3) majority of this series of preferred stock at the
time outstanding, given in person or by proxy, either in
writing or at a meeting of shareholders at which the
holders of this series of preferred stock shall vote
separately as a class, the Company shall not hereafter
issue any shares of any other series of preferred stock
having priority over this series of preferred stock as to
payment of dividends (including dividends in arrears or in
default) or as to distribution of assets upon liquidation,
distribution or winding up of the Company.
(ix) In the event of any liquidation, dissolution or winding up
of the affairs of the Company, whether voluntary or
involuntary, the holders of the preferred stock shall be
entitled, before any assets of the Company shall be
distributed among or paid over to the holders of the
common stock, to be paid the par value thereof, together
with a sum of money equivalent to dividends at the rate of
six per centum (6%) per annum on the par value thereof
from the date of issue to the date of payment thereof,
less the amount of dividends theretofore paid thereon and
to no more. If, upon such liquidation, dissolution or
winding up, the assets of the Company distributable as
aforesaid among the holders of preferred stock shall be
insufficient to permit payment to them of said amount, the
entire assets shall be distributed ratably among the
holders of any preferred stock issued and outstanding and
having such priority.
(x) Each preferred stock certificate shall have stamped
thereon a legend describing this redemption agreement or
making reference to this provision.
(xi) The term "date of issue" means the original issue date of
the preferred stock, which shall be not later than ten
(10) days after the Effective Date.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation has
caused this Certificate of Correction to be signed by its President and its
Secretary this 1st day of June, 1978.
ConAgra, Inc., a Delaware
Corporation
/s/ C.M. HARPER
By__________________________
C.M. Harper, President
ATTEST:
/s/ J. W. GOODRICH
By______________________________
J. W. Goodrich, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
_______________________________
Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was
filed in the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At the annual meeting of stockholders of the company held
on September 19, 1978, an amendment to the Certificate of Incorporation was
duly adopted in accordance with the provisions of Section 242 of the Delaware
General Corporation Law; the amendment so adopted is set forth on Exhibit "A"
attached hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Certificate of Amendment to be signed by its President and
Secretary this 20th day of September, 1978.
ConAgra, Inc., A Delaware Corporation
/s/ C.M. HARPER
By__________________________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
________________________________
J.W. Goodrich, Secretary
<PAGE> Exhibit A
ARTICLE XVI
EFFECTS OF BUSINESS COMBINATIONS
The Board of Directors of the Corporation, when evaluating any
offer of another party to (a) make a tender or exchange offer for any equity
security of the Corporation, (b) merge or consolidate the Corporation with
another corporation, or (c) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, shall, in connection with
the exercise of its judgment in determining what is in the best interests of
the Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.
<PAGE>
AMENDED STATEMENT OF RESOLUTION ESTABLISHING SERIES 3
OF CLASS B PREFERRED SHARES OF
CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law
of the State of Delaware, ConAgra, Inc., a corporation organized and existing
under the laws of the State of Delaware, does hereby certify that the
following resolution providing for the amendment of the Resolution
establishing Series 3, Class B Preferred Stock was adopted by its Board of
Directors pursuant to authority expressly vested in it by the provisions of
the Certificate of Incorporation of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 12,065 shares of
$50.00 par value, 7% cumulative, non-participating, convertible, voting
Preferred Stock of this Company, which stock shall be legally equivalent in
respect of priorities upon dissolution and payment of dividends to the
preferred stock of the company issued and outstanding, such stock to be known
as Series 3, Class B Preferred Stock and to be subject to the following
relative rights and preferences:
1. All or any portion of this preferred stock may be called
for redemption by the Company, at its option, at any time
after July 30, 1978 by paying therefor in cash the par
value thereof plus accrued dividends to the date of
payment, such sum being the redemption price. If less
than all of this preferred stock is called for redemption
(other than as a result of an attempted conversion thereof
by the holder thereof), then the stockholders whose stock
is to be so redeemed shall be selected by lot. Provided,
however, that no portion of the stock of any stockholder
shall be called for redemption, (without his consent)
unless all of this preferred stock owned by such
stockholder shall be simultaneously called for redemption
and such redemption would constitute a complete redemption
of all of the stock of the Company owned by such
stockholder within the meaning of Internal Revenue Code
Section 302(b)(3) (or the corresponding section of the
Internal Revenue Code then applicable) if such stockholder
were deemed to own no common stock of the Company. At
least thirty (30) days notice prior to the redemption
date, by prepaid certified mail, shall be given to the
holders of record of such preferred stock, addressed to
the last post office address shown on the records of the
Company. On the date fixed for redemption, and stated in
such notice, each holder of preferred shares shall
surrender such holder's certificate or certificates at the
place designated in such notice and thereupon be entitled
to receive payment of the redemption price. If notice of
redemption is duly given and if funds for the redemption
have been set aside prior to the redemption date,
notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be payable
on such shares after the date fixed for redemption, and
all rights with respect to shares so called for redemption
shall forthwith, after such date, terminate, except only
the right of the holders to receive the redemption price
thereof, without interest.
2. This preferred stock may be converted at any time after
July 30, 1978, from time to time, in whole or in part, at
the option of the Stockholders, or any of them, into
common stock of the Company at the rate of three and one-
third (3 1/3) shares of common stock for one (1) share of
preferred stock plus one (1) share of common stock for
each $15.00 of accrued dividends on converted preferred
stock; provided, however, the Company, instead of
converting any such preferred stock so tendered into
common, may redeem said preferred stock at any time within
ninety (90) days after tender by paying the par value
thereof plus dividends accrued to the date of payment to
the offering stockholder; provided further, however, that
from September 23, 1980 until November 15, 1980, this
preferred stock may be converted, in whole or in part, at
the option of the Stockholders, or any of them, into
common stock of the Company at the rate of 1.5810 shares
of common stock for one (1) share of preferred stock plus
accrued dividends on converted preferred stock to and
including the date of issuance of such common stock. In
case the Company shall be recapitalized through the
subdivision or combination of its outstanding common stock
into a greater or smaller number of shares, then in each
such case the conversion ratio then in effect shall be
reduced or increased in the same proportion.
3. Without the consent of the holders of a two-thirds
majority of this series of preferred stock at the time
outstanding, given in person or by proxy, either in
writing or at a meeting of shareholders at which the
holders of this series of preferred stock shall vote
separately as a class, the Company shall not issue (and
has not heretofore issued) any shares of any other series
of preferred stock having priority over this series of
preferred stock as to payment of dividends (including
dividends in arrears or in default) or as to distribution
of assets upon liquidation, distribution or winding up of
the Company.
4. The Stockholders shall not be obligated to sell and the
Company shall not be obligated to convert or redeem any of
said preferred stock prior to July 30, 1978.
5. Each preferred stock certificate shall have stamped
thereon a legend describing this redemption agreement or
making reference to this provision of this contract."
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Amended Statement of Resolution to be signed by its President
and its Secretary this 24th day of September, 1980.
ConAgra, Inc.
A Delaware Corporation
/s/ C.M. HARPER
By_______________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
_____________________________
J.W. Goodrich, Secretary
<PAGE>
AMENDED STATEMENT OF RESOLUTION ESTABLISHING SERIES 1
OF CLASS B PREFERRED SHARES OF
CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify that the following
resolution providing for the amendment of the Resolution establishing Series
1, Class B Preferred Stock was adopted by its Board of Directors pursuant to
authority expressly vested in it by the provisions of the Certificate of
Incorporation of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation, hereby authorizes the issuance of 37,862 shares of
$50.00 par value, 5% cumulative, non-participating, convertible, voting
Preferred Stock of this Company, such stock to be known as Series 1, Class B
Preferred Stock and shall be subject to the following relative rights and
preferences:
1. Priority of such shares upon dissolution of the issuer
shall be legally equivalent to all preferred shares of the
Company issued and outstanding at the date of issuance of
such Series 1, Class B Preferred Stock.
2. All or any part of such preferred stock may be called for
redemption by the Company, at its option, at any time
after March 1, 1974, by paying therefor in cash the par
value thereof plus accrued dividends to the date of
payment, such sum being the redemption price. At least
thirty (30) days notice prior to the redemption date, by
prepaid certified mail, shall be given to the holders of
record of such preferred stock, addressed to the last post
office address shown on the records of the Company. On
the date fixed for redemption, and stated in such notice,
each holder of preferred shares shall surrender such
holder's certificate or certificates at the place
designated in such notice and thereupon be entitled to
receive payment of the redemption price. If notice of
redemption is duly given and if funds for the redemption
have been set aside prior to the redemption date,
notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be payable
on such shares after the date fixed for redemption, and
all rights with respect to shares so called for redemption
shall forthwith, after such date, terminate, except only
the right of the holders to receive the redemption price
thereof, without interest.
3. This preferred stock may be converted at any time after
March 1, 1974, from time to time, in whole or in part, at
the option of the holders, or any of them, into common
stock of the Company at the rate of three and one-third (3
1/3) shares of common stock for one (1) share of preferred
stock plus accrued dividends on converted preferred to and
including the date of issuance of such common stock;
provided, however, the Company, instead of converting any
such preferred stock so tendered into common, may redeem
said preferred stock at any time within ninety (90) days
after tender by paying the par value thereof plus
dividends accrued to the date of payment to the offering
stockholder; provided, further, however, that from
September 23, 1980 until November 15, 1980, this preferred
stock may be converted, in whole or in part, at the option
of the holders, or any of them, into common stock of the
Company at the rate of 1.5810 shares of common stock for
one (1) share of preferred stock plus accrued dividends on
converted preferred to and including the date of issuance
of such common stock.
4. The Stockholders shall not be obligated to sell and the
Company shall not be obligated to convert or redeem any of
said preferred stock prior to March 1, 1974.
5. Each preferred stock certificate shall have stamped
thereon a legend describing this redemption agreement or
making reference to this provision."
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Amended Statement of Resolution to be signed by its President
and its Secretary this 24th day of September, 1980.
ConAgra, Inc.
A Delaware Corporation
/s/ C.M. HARPER
By__________________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
____________________________
J.W. Goodrich, Secretary
<PAGE>
STATEMENT OF RESOLUTION ESTABLISHING SERIES
OF CLASS C PREFERRED SHARES OF
CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of 70,000 shares of Series 2, Class C
Preferred Stock was adopted by its Board of Directors pursuant to authority
expressly vested in it by the provisions of the Certificate of Incorporation
of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation (herein the "Company"), hereby authorizes the
issuance of 70,000 shares of $100 par value, 5% cumulative, non-
participating, non-voting Preferred Stock of this Company which
shall constitute the entirety of this Series, said shares to be
known as Series 2, Class C Preferred Stock and shall be subject to
the following relative rights and preferences:
(i) The Series 2, Class C Preferred Stock shall not have any
priority over any shares of Preferred Stock, Class B, as
to payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the
Company. The Series 2, Class C Preferred Stock shall rank
on a parity as to payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding up with all Classes and Series of Preferred Stock
of the Company issued and outstanding on the date of
issuance of the Series 2, Class C Preferred Stock.
(ii) The preferential dividend rate of the Series 2, Class C
Preferred Stock shall be five per centum (5%) of the par
value thereof per share, per annum, payable on January 1,
April 1, July 1 and October 1 of each year. The dividends
upon the Series 2, Class C Preferred Stock shall be
cumulative from the date of issue thereof so that if
dividends for any past dividend period at the rate of five
per centum (5%) of the par value thereof per share, per
annum shall not have been paid thereon, or declared and a
sum sufficient for payment thereof set apart, the
deficiency shall be fully paid or set apart but without
interest, before any dividend shall be paid upon or set
apart for the common stock. Whenever the full dividend
upon the Preferred Stock for all past dividend periods
shall have been paid, and the full dividend thereon for
the then current dividend period shall have been paid or
declared and a sum sufficient for the payment thereof set
apart, dividends upon the common stock may be declared by
the board of directors out of the remainder of the assets
available therefor.
(iii) All or any part of the Series 2, Class C Preferred Stock
may be called for redemption by the Company at its option
at any time from its date of issue, by paying therefor in
cash the par value thereof plus accrued dividends to the
date of payment, such sum being the redemption price. At
least thirty (30) days' notice prior to the redemption
date, by prepaid certified mail, shall be given to the
holders of record of such Preferred Stock, addressed to
the last post office address shown on the records of the
Company. On the date fixed for redemption, and stated in
such notice, each holder of Preferred Stock shall
surrender such holder's certificate or certificates at the
place designated in such notice and thereupon be entitled
to receive payment of the redemption price. If notice of
redemption is duly given and if funds for the redemption
have been set aside prior to the redemption date,
notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be payable
on such shares after the date fixed for redemption, and
all rights with respect to shares so called for redemption
shall forthwith, after such date, terminate, except only
the right of the holders to receive the redemption price
thereof, without interest.
(iv) All outstanding shares of Series 2, Class C Preferred
Stock shall be called for redemption by the Company on the
fifth anniversary of the date of first issuance thereof,
by paying therefor in cash the par value thereof plus
accrued dividends to the date of payment, such sum being
the redemption price. At least thirty (30) days' notice
prior to the redemption date, by prepaid certified mail,
shall be given to the holders of record of such Preferred
Stock, addressed to the last post office address shown on
the records of the Company. On the date fixed for
redemption, and stated in such notice, each holder of
Preferred Stock shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If funds for the redemption have been set aside
prior to the redemption date, notwithstanding the fact
that a stockholder may have failed to surrender the same,
no dividend shall be payable on such shares after the date
fixed for redemption, and all rights with respect to
shares so called for redemption shall forthwith, after
such date, terminate, except only the right of the holders
to receive the redemption price thereof, without interest.
(v) Without the written consent of the holders of a two-thirds
(2/3) majority of this Series of Preferred Stock, at any
time outstanding, given in person or by proxy, either in
writing or at a meeting of shareholders at which the
holders of this Series of Preferred Stock shall vote
separately as a class, the Company shall not hereafter (a)
issue any shares of its Stock having priority over this
Series of Preferred Stock as to payment of dividends
(including dividends in arrears or in default) or as to
distribution of assets upon liquidation, dissolution or
winding up of the Company, or (b) amend the provisions set
forth in this Statement of Resolution establishing the
terms of this Series 2, Class C Preferred Stock.
(vi) In the event of any liquidation, dissolution or winding up
of the affairs of the Company, whether voluntary or
involuntary, the holders of the Preferred Stock shall be
entitled, before any assets of the Company shall be
distributed among or paid over to the holders of the
common stock, to be paid the par value thereof, together
with a sum of money equivalent to dividends at the rate of
five per centum (5%) per annum on the par value thereof
from the date of issuance to the date of payment thereof,
less the amount of dividends theretofore paid thereon, and
to no more. If, upon such liquidation, dissolution or
winding up, the assets of the Company distributable as
aforesaid among the holders of Preferred Stock shall be
insufficient to permit payment to them of said amount, the
entire assets shall be distributed ratably among the
holders of any Preferred Stock issued and outstanding and
having such priority.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused
this Statement of Resolution to be signed by its President and its Secretary
this 19th day of November, 1980.
ConAgra, Inc.
A Delaware Corporation
/s/ C. M. HARPER
By___________________________
C. M. Harper, President
Attest:
/s/ J. W. GOODRICH
______________________________________
J. W. Goodrich, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
_______________________________
Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was
filed in the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of the stockholders of the company,
held on November 13, 1980, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law; the amendment so adopted is set
forth on Exhibit "A" attached hereto and by this reference made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Certificate to be signed by its President and its Secretary
this 14th day of November, 1980.
ConAgra, Inc., A Delaware Corporation
/s/ C.M. HARPER
By__________________________________
C.M. Harper, President
Attest:
/s/ J.W. GOODRICH
________________________________
J.W. Goodrich, Secretary
<PAGE>
Exhibit A
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be One Hundred
Thirty-Two Million Five Hundred Thousand Dollars ($132,500,000) divided into
twenty million (20,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share, one hundred fifty thousand (150,000) shares of
Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per share,
and two hundred fifty thousand (250,000) shares of Class C Preferred Stock of
a par value of One Hundred Dollars ($100.00) per share.
The Class B Preferred Shares of this corporation may be
divided into and issued in series, and each series shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class B as determined by the Board of
Directors: (a) the rate of dividend; (b) whether the shares may be redeemed
and, if so, the redemption price and the terms and conditions of redemption;
(c) the amount payable upon shares in event of voluntary or involuntary
liquidation; (d) sinking fund provisions, if any, for the redemption or
purchase of shares; and (e) the terms and conditions, if any, on which shares
may be converted.
The Class C Preferred Stock of this corporation may be
divided into and issued in series, and each series shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The shares of this Class shall not have any priority over Class B
Preferred Stock as to payment of dividends or as to distribution of assets
upon liquidation, distribution or winding up of the corporation. All shares
of this Class shall be identical except as to the following relative rights
and preferences as to which there may be variations between different series
within Class C as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion
rights and, if so, upon what terms and conditions; (d) whether the corporation
shall have the right to redeem such shares and, if so, upon what terms and
conditions; (e) the liquidation rights (if any) of such shares, including
whether such shares shall enjoy any liquidation preference over the common
stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be
operative until entered upon the books of the corporation.
<PAGE>
STATEMENT OF RESOLUTIONS ESTABLISHING SERIES
OF CLASS D PREFERRED SHARES OF
CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of 707,507 shares of $2.50 Cumulative
Convertible Preferred Stock was adopted by its Board of Directors pursuant to
authority expressly vested in it by the provisions of the Certificate of
Incorporation of ConAgra, Inc., as amended:
RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation (herein the "Company"), hereby establishes a
series of 707,507 shares of Class D Preferred Stock, without par
value, of this Company which shall constitute the entirety of this
series, said shares to be known as $2.50 Cumulative Convertible
Preferred Stock, and shall be subject to the following relative
rights and preferences:
(i) The $2.50 Cumulative Convertible Preferred
Stock shall not have any priority over any shares of
Preferred Stock, Class B or Class C, as to payment of
dividends or as to the distribution of assets upon
liquidation, distribution or winding up of the Company.
The $2.50 Cumulative Convertible Preferred Stock shall
rank on a parity as to payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding up with all Classes and Series of Preferred Stock
of the Company issued and outstanding on the date of
issuance of the $2.50 Cumulative Convertible Preferred
Stock.
(ii) The preferential dividend rate of the $2.50
Cumulative Convertible Preferred Stock shall be $2.50 per
share, per annum, payable on January 1, April 1, July 1,
and October 1 of each year. In the case of shares of
$2.50 Cumulative Convertible Preferred Stock issued as of
the Effective Time of the merger (the "Merger") of Peavey
Company into Garden Sub, Inc., a wholly-owned subsidiary
of the Company (as defined in the Agreement and Plan of
Reorganization, dated as of April 18, 1982, among the
Company, Peavey Company and Garden Sub, Inc.), such
dividends shall be payable on the first of such dates
which is at least 10 days after the Effective Time and
shall be cumulative from the later of (a) the quarterly
dividend payment date next preceding the date of issuance
of such shares and (b) the Effective Time. If the date of
issuance is a quarterly dividend payment date or is a date
between the record date for the determination of holders
of shares of $2.50 Cumulative Convertible Preferred Stock
entitled to receive a quarterly dividend and the date of
payment for such quarterly dividend, such dividends shall
be cumulative, for purposes of clause (a) of the preceding
sentence, from such quarterly dividend payment date. If
dividends for any past dividend period at the rate of
$2.50 per share, per annum shall not have been paid
thereon, or declared and a sum sufficient for payment
thereof set apart, the deficiency shall be fully paid or
set apart but without interest, before any dividend shall
be paid upon or set apart for the common stock. Whenever
the full dividend upon the Preferred Stock for all past
dividend periods shall have been paid, and the full
dividend thereon for the then current dividend period
shall have been paid or declared and a sum sufficient for
the payment thereof set apart, dividends upon the common
stock may be declared by the Board of Directors out of the
remainder of the assets available therefor.
(iii) All or any part of the $2.50 Cumulative
Convertible Preferred Stock may be called for redemption
by the Company at its option at any time or from time to
time on or after the day after the fifth anniversary of
the Effective Time, by paying therefor in cash the
following amounts, plus accrued and unpaid dividends to
the date fixed for redemption, such sum being the
redemption price:
If redeemed during the 12-month period beginning
the day after the anniversary of the Effective Time
in the year
1987. . . . . . . . . . . . . . . . . $26.25
1988. . . . . . . . . . . . . . . . . .26.00
1989. . . . . . . . . . . . . . . . . .25.75
1990. . . . . . . . . . . . . . . . . .25.50
1991. . . . . . . . . . . . . . . . . .25.25
1992 and thereafter . . . . . . . . . .25.00
At least thirty (30) days' notice prior to the
redemption date, by prepaid certified mail, shall
be given to the holders of record of such Preferred
Stock, addressed to the last post office address
shown on the records of the Company. On the date
fixed for redemption, and stated in such notice,
each holder of such Preferred Stock shall surrender
such holder's certificate or certificates at the
place designated in such notice and thereupon be
entitled to receive payment of the redemption
price. If notice of redemption is duly given and
if funds for the redemption have been set aside
prior to the redemption date, notwithstanding the
fact that a stockholder may have failed to
surrender the same, no dividend shall be payable on
such shares after the date fixed for redemption,
and all rights with respect to shares so called for
redemption shall forthwith, after such date,
terminate, except only the right of the holders to
receive the redemption price thereof, without
interest.
(iv) On or prior to the sixth anniversary of the
Effective Time (but in no event prior to the fifth
anniversary of the Effective Time), and on each
anniversary thereafter, (as long as shares remain
outstanding), the Company shall call for redemption a
number of shares of $2.50 Cumulative Convertible Preferred
Stock equal to 5%, and at the option of the Company up to
10%, of the aggregate number of shares issued and
outstanding immediately after the effective Time, by
paying therefor in cash $25.00 per share plus accrued and
unpaid dividends to the date of payment, such sum being
the redemption price. At least thirty (30) days' notice
prior to the redemption date, by prepaid certified mail,
shall be given to the holders of record of such Preferred
Stock, addressed to the last post office address shown on
the records of the Company. On the date fixed for
redemption, and stated in such notice, each holder of
Preferred Stock shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If funds for the redemption have been set aside
prior to the redemption date, notwithstanding the fact
that a stockholder may have failed to surrender the same,
no dividend shall be payable on such shares after the date
fixed for redemption, and all rights with respect to
shares so called for redemption shall forthwith, after
such date, terminate, except only the right of the holders
to receive the redemption price thereof, without interest.
The Company may apply to its mandatory redemption
obligations any Convertible Preferred shares owned by it
and any such shares previously purchased, redeemed or
otherwise acquired by it which have not been previously
credited against the mandatory redemption obligation.
(v) Shares of $2.50 Convertible Preferred Stock
shall have the following voting rights:
(a) At any annual or special meeting of
stockholders at which holders of common stock of
the Company are entitled to vote, each holder of
shares of $2.50 Cumulative Convertible Preferred
Stock shall be entitled to cast one vote per share,
voting as a single class with common stock. The
same record date shall be used for all classes of
stock entitled to vote at any such meeting.
(b) Unless the vote or consent of the holders
of a greater number of shares shall then be
required by law, the consent of the holders of at
least 66-2/3% of the shares of $2.50 Cumulative
Convertible Preferred Stock at the time
outstanding, given in person or by proxy, either in
writing or by a vote at a meeting called for the
purpose at which the holders of shares of $2.50
Cumulative Convertible Preferred Stock shall vote
together as a separate class, shall be necessary
for authorizing, effecting or validating the
amendment, alteration or repeal of any of the
provisions of this resolution or of the Certificate
of Incorporation of the Company, as now or
hereafter amended, or of any certificate of
designation relating to any other series of
Preferred Stock, so as to affect adversely the
powers, preferences or rights of $2.50 Cumulative
Convertible Preferred Stock.
(vi) In the event of any liquidation, dissolution
or winding up of the affairs of the Company, whether
voluntary or involuntary, the holders of the $2.50
Cumulative Convertible Preferred Stock shall be entitled,
before any assets of the Company shall be distributed
among or paid over to the holders of the common stock, to
be paid $25.00 per share, together with a sum of money
equivalent to dividends at the rate of $2.50 per share per
annum from the date of issuance to the date of payment
thereof, less the amount of dividends theretofore paid
thereon, and to no more. If, upon such liquidation,
dissolution or winding up, the assets of the Company
distributable as aforesaid among the holders of Preferred
Stock shall be insufficient to permit payment to them of
said amount, the entire assets shall be distributed
ratably among the holders of any Preferred Stock issued
and outstanding and having such priority. For purposes of
liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or involuntary, the holders
of the $2.50 Cumulative Convertible Preferred Stock shall
rank prior to shares of other series of Preferred Stock
which are expressly made junior to this series as to
assets and, in the absence of such express provisions, on
a parity with shares of such other series.
(vii) The $2.50 Cumulative Convertible Preferred
Stock shall be convertible, at the option of the holders
thereof, at any time at the offices of the duly appointed
transfer agent for the $2.50 Cumulative Convertible
Preferred Stock, if any, or at such other office as the
Board of Directors of the Company may determine, into
fully paid and non-assessable shares (calculated to the
nearest 1/1000 of a share) of common stock of the Company
at the rate of 1.027 shares of common stock for each share
of $2.50 Cumulative Convertible Preferred Stock; provided
however, that in case of the redemption of any shares of
$2.50 Cumulative Convertible Preferred Stock, such right
of conversion shall cease and terminate, as to the shares
called for redemption, at the close of business on the
business day next preceding the date fixed for redemption,
unless default shall be made in the payment of the
redemption price. The rate at which shares of Common
Stock shall be deliverable in exchange for shares of $2.50
Cumulative Convertible Preferred Stock upon conversion
thereof is hereinafter referred to as the "conversion
rate". The conversion rate shall be subject to adjustment
from time to time in certain instances as hereinafter
provided, except that no adjustment shall be made unless
by reason of the happening of any one or more of the
events hereinafter specified, the conversion rate then in
effect shall be changed by 1% or more, but any adjustment
of less than 1% that would otherwise be required then to
be made shall be carried forward and shall be made at the
time of and together with any subsequent adjustment which,
together with any adjustment or adjustments so carried
forward, amounts to 1% or more, provided that such
adjustment shall be made in all events (regardless of
whether or not the amount thereof or the cumulative amount
thereof amounts to 1% or more) upon the happening of one
or more of the events specified in either subparagraph (a)
or subparagraph (c) of this paragraph (vii). Each
adjustment of the conversion rate shall be rounded to the
nearest four decimal places. Upon conversion the Company
shall make any payment due on account of dividends accrued
and unpaid on the $2.50 Cumulative Convertible Preferred
Stock surrendered for conversion to and including the
quarterly dividend payment date immediately preceding the
conversion date.
Before any holder of $2.50 Cumulative Convertible
Preferred Stock shall be entitled to convert the same into
common stock, he shall surrender the certificate or
certificates for such $2.50 Cumulative Convertible
Preferred Stock at the office appointed as aforesaid,
which certificate or certificates, if the Company shall so
request, shall be duly endorsed to the Company or in
blank, or accompanied by proper instruments of transfer to
the Company or in blank, and shall give written notice to
the Company that he elects so to convert such $2.50
Cumulative Convertible Preferred Stock, and shall state in
writing therein the name or names in which he wishes the
certificate or certificates for common Stock to be issued.
The Company will, as soon as practicable after such
surrender of certificates of $2.50 Cumulative Convertible
Preferred Stock accompanied by the written notice and the
statement above prescribed, issue and deliver at the
office appointed as aforesaid, to the person for whose
account such $2.50 Cumulative Convertible Preferred Stock
was so surrendered, or to his nominee or nominees,
certificates for the number of full shares of common stock
to which he shall be entitled as aforesaid, together with
a cash adjustment for any fraction of a share as
hereinafter stated, if not evenly convertible. Subject to
the following provisions of this paragraph, such
conversion shall be deemed to have been made as of the
date of such surrender of the $2.50 Cumulative Convertible
Preferred Stock to be converted, and the person or persons
entitled to receive the common stock issuable upon
conversion of such $2.50 Cumulative Convertible Preferred
Stock shall be treated for all purposes as the record
holder or holders of such Common Stock on such date. The
Company shall not be required to convert, and no surrender
of $2.50 Cumulative Convertible Preferred Stock shall be
effective for that purpose, while the stock transfer books
of the Company are closed for any purpose; but the
surrender of $2.50 Cumulative Convertible Preferred Stock
for conversion during any period while such books are so
closed shall become effective for conversion immediately
upon the reopening of such books, as if the conversion has
been made on the date such $2.50 Cumulative Convertible
Preferred Stock was surrendered and at the conversion rate
in effect at the date of such surrender.
The conversion rate for the $2.50 Cumulative
Convertible Preferred Stock shall be subject to adjustment
from time to time as follows:
(a) If the Company shall at any time pay a
dividend on common stock in common stock, subdivide its
outstanding shares of common stock into a larger number of
shares or combine its outstanding shares of common stock
into a smaller number of shares, the conversion rate in
effect immediately prior thereof shall be adjusted so that
each share of $2.50 Cumulative Convertible Preferred Stock
shall thereafter be convertible into the number of shares
of common stock which the holder of a share of $2.50
Cumulative Convertible Preferred Stock would have been
entitled to receive after the happening of any of the
events described above had such share been converted
immediately prior to the happening of such event. An
adjustment made pursuant to this subparagraph (a) shall
become effective retroactively to the record date in the
case of a dividend and shall become effective on the
effective date in the case of a subdivision or
combination.
(b) If the Company shall distribute to all holders
of shares of common stock any assets (other than any
dividend payable solely in cash), or any evidence of
indebtedness or other securities of the Corporation (other
than common stock), then in each such case the number of
shares of common stock into which each share of $2.50
Cumulative Convertible Preferred Stock shall thereafter be
convertible shall be determined by multiplying the number
of shares of common stock into which each share of $2.50
Cumulative Convertible Preferred Stock was theretofore
convertible on the day immediately preceding the record
date for the determination of the stockholders entitled to
receive such distribution by a fraction the numerator of
which shall be the average market price per share
(determined as provided below) of the common stock on such
record date and the denominator of which shall be such
average market price per share less the then fair market
value (as determined in a resolution adopted by the Board
of Directors of the Company, which shall be conclusive
evidence of such fair market value) of the portion of the
assets or evidence of indebtedness or securities so
distributed applicable to one share of Common Stock. Such
adjustment shall become effective retroactively
immediately after such record date.
For the purpose of any computation under this
subparagraph (b), the average market price per share of
common stock on any date shall be the average of the daily
closing prices for the 30 consecutive trading days
commencing 45 trading days before the date in question.
The closing price for each day shall be the last sales
price regular way or, in case no such sale takes place on
such day, the average of the closing bid and asked prices
regular way, in either case on the Composite Tape for New
York Stock Exchange issues.
(c) In case of any capital reorganization or any
reclassification of the capital stock of the Company or in
case of the consolidation or merger of the Company with
another corporation or in the case of any sale or
conveyance of all or substantially all of the property of
the Company, each share of $2.50 Cumulative Convertible
Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or cash or
other property receivable upon such capital
reorganization, reclassification of capital stock,
consolidation, merger, sale or conveyance, as the case may
be, by a holder of the number of shares of common stock
into which such share of $2.50 Cumulative Convertible
Preferred Stock was convertible immediately prior to such
capital reorganization, reclassification of capital stock,
consolidation, merger, sale or conveyance; and, in any
case, appropriate adjustment (as determined by the Board
of Directors) shall be made in the application of the
provisions herein set forth with respect to rights and
interests thereafter of the holders of the $2.50
Cumulative Convertible Preferred Stock to the end that the
provisions set forth herein (including the specified
changes in and other adjustments of the conversion rate)
shall thereafter be applicable, as nearly as may be
reasonable, in relation to any shares of stock or other
securities or cash or other property thereafter
deliverable upon the conversion of the $2.50 Cumulative
Convertible Preferred Stock.
(d) The Company may make such increases in the
conversion rate, so as to increase the number of shares of
common stock into which the $2.50 Cumulative Convertible
Preferred Stock may be converted, in addition to those
required by subparagraphs (a), (b), and (c) above, as it
considers to be advisable in order that any event treated
for Federal income tax purposes as a dividend of stock or
stock rights shall not be taxable to the recipients.
(e) Whenever the conversion rate is adjusted as
herein provided, the Company shall forthwith file with any
transfer agent for the $2.50 Cumulative Convertible
Preferred Stock appointed as aforesaid a certificate,
signed by the President or one of the Vice Presidents of
the Company and by its Treasurer or an Assistant
Treasurer, stating the adjusted conversion rate determined
as provided in this paragraph (vii). Such certificate
shall show in detail the facts requiring such adjustment.
Whenever the conversion rate is adjusted, the Company will
forthwith cause a notice stating the adjustment and the
conversion rate as adjusted to be mailed to the respective
holders of $2.50 Cumulative Convertible Preferred Stock.
Such transfer agent shall be under no duty to make any
inquiry or investigation as to the statements contained in
any such certificate or as to the manner in which any
computation was made, but may accept such certificate as
conclusive evidence of the statements therein contained,
and such transfer agent shall be fully protected with
respect to any and all acts done or actions taken or
suffered by it in reliance thereon. No transfer agent in
its capacity as transfer agent shall be deemed to have any
knowledge with respect to any change of capital structure
of the Corporation unless and until it receives a notice
thereof pursuant to the provisions of this subparagraph
(e) and in default of any notice such transfer agent may
conclusively assume that there has been no such change.
The Company shall at all times reserve and keep
available out of its authorized and unissued common stock,
solely for the purpose of effecting the conversion of the
$2.50 Cumulative Convertible Preferred Stock, such number
of shares as shall from time to time be sufficient to
effect the conversion of all shares of $2.50 Cumulative
Convertible Preferred Stock from time to time outstanding.
The Company shall from time to time in accordance with the
laws of Delaware, increase the authorized amount of common
stock if at any time the number of shares of common stock
remaining unissued shall not be sufficient to permit the
conversion of all the then outstanding $2.50 Cumulative
Convertible Preferred Stock.
No fractions of shares of common stock are to be
issued upon conversion, but in lieu thereof the Company
will pay therefor in cash based on the closing price
(determined as provided in the last sentence of
subparagraph (b) above) of the common stock on the
Composite Tape for New York Stock Exchange issues on the
business day next preceding the day of conversion.
The Company will pay any and all issue and other
taxes (other than taxes based on income) that may be
payable in respect of any issue or delivery of shares of
common stock on conversion of $2.50 Cumulative Convertible
Preferred Stock pursuant hereto. The Corporation shall
not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue
and delivery of common stock in a name other than that in
which the $2.50 Cumulative Convertible Preferred Stock so
converted was registered, and no such issue or delivery
shall be made unless and until the person requesting such
issue has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company,
that such tax has been paid.
(viii) If the Company shall issue rights or
warrants to all holders of shares of common stock for the
purpose of entitling them to subscribe for or purchase
shares of common stock (for a period not exceeding 45 days
from the date of issuance), then in each such case the
holders of shares of the $2.50 Cumulative Convertible
Preferred Stock shall be permitted to subscribe for or
purchase shares of common stock on the same basis as
though such shares of $2.50 Cumulative Convertible
Preferred Stock had been converted into shares of common
stock immediately prior to such record date.
(ix) The stated value of the $2.50 Cumulative
Convertible Preferred Stock shall be $25.00 per share, and
the entire consideration received by the Company upon
issuance of the $2.50 Cumulative Convertible Preferred
Stock shall be capital.
(x) Any shares of $2.50 Cumulative Convertible
Preferred Stock redeemed, purchased or otherwise
reacquired, or surrendered for conversion shall be
cancelled and restored to the status of authorized but
unissued shares of Class D Preferred Stock of the
Corporation, but shall not thereafter be issued as shares
of $2.50 Cumulative Convertible Preferred Stock.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused
this Statement of Resolution to be signed by its President and its Secretary
on this 24th day of June, 1982.
CONAGRA, INC.
A Delaware Corporation
/s/ C. M. HARPER
By________________________
C. M. Harper
Chairman of the Board
Chief Executive Officer
Attest:
/s/ L. B. THOMAS
____________________________
L. B. Thomas, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, ConAgra, Inc., a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was
filed in the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of the stockholders of the company,
held on June 24, 1982, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law; the amendment so adopted is set
forth on Exhibit "A" attached hereto and by this reference made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation,
has caused this Certificate to be signed by its President and its Secretary
this 24th day of June, 1982.
ConAgra, Inc., A Delaware Corporation
/s/ C.M. HARPER
By__________________________________
C.M. Harper
Chairman of the Board
Chief Executive Officer
Attest:
/s/ L.B. THOMAS
________________________________
L. B. Thomas, Secretary
<PAGE> Exhibit A
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have
authority to issue is fifty-one million, five hundred thousand (51,500,000)
shares, divided into fifty million (50,000,000) shares of Common Stock of a
par value of Five Dollars ($5.00) per share, one hundred fifty thousand
(150,000) shares of Class B Preferred Stock of a par value of Fifty Dollars
($50.00) per share, two hundred fifty thousand (250,000) shares of Class C
Preferred Stock of a par value of One Hundred Dollars ($100.00) per share, and
One Million One Hundred Thousand (1,100,000) shares of Class D Preferred Stock
without par value.
The Class B Preferred Stock of this corporation may be divided
into and issued in series, and each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class B as determined by the Board of
Directors: (a) the rate of dividend; (b) whether the shares may be redeemed
and, if so, the redemption price and the terms and conditions of redemption;
(c) the amount payable upon shares in event of voluntary or involuntary
liquidation; (d) sinking fund provisions, if any, for the redemption or
purchase of shares; and (e) the terms and conditions, if any, on which shares
may be converted.
The Class C Preferred Stock of this corporation may be divided
into and issued in series, and each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. The shares of this Class shall not have any priority over Class B
Preferred Stock as to payment of dividends or as to distribution of assets
upon liquidation, distribution or winding up of the corporation. All shares
of this Class shall be identical except as to the following relative rights
and preferences as to which there may be variations between different series
within Class C as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion
rights and, if so, upon what terms and conditions; (d) whether the corporation
shall have the right to redeem such shares and, if so, upon what terms and
conditions; (e) the liquidation rights (if any) of such shares, including
whether such shares shall enjoy any liquidation preference over the common
stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided
into and issued in series, and each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. The shares of this Class shall not have any priority over Class B
Preferred Stock or Class C Preferred Stock as to payment of dividends or as to
distribution of assets upon liquidation, distribution or winding up of the
corporation. All shares of this Class shall be identical except as to the
following relative right and preferences as to which there may be variations
between different series within Class D as determined by the Board of
Directors: (a) whether such shares shall be granted voting rights and, if so,
to what extent and upon what terms and conditions; (b) the rates and times at
which, and the terms and conditions on which, dividends on such shares shall
be paid and any dividend rights of cumulation; (c) whether such shares shall
be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of
such shares, including whether such shares shall enjoy any liquidation
preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such
shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
<PAGE>
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
Pursuant to Section 242 of the General Corporation Law of
the State of Delaware, ConAgra, Inc., a corporation organized and existing
under the laws of the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc.
was filed in the office of the Delaware Secretary of State on December 5,
1975.
SECOND: At the annual meeting of the stockholders of the
company, held on September 14, 1982, an amendment to Article VII., Paragraph
(a) of the Certificate of Incorporation was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law; the
amendment so adopted is set forth on Exhibit "A" attached hereto and by this
reference made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware
corporation, has caused this Certificate to be signed by its Chairman of the
Board and its Secretary this 14th day of September, 1982.
ConAgra, Inc., A Delaware Corporation
/s/ C.M. HARPER
By__________________________________
C.M. Harper
Chairman of the Board
Chief Executive Officer
Attest:
/s/ L.B. THOMAS
________________________________
L. B. Thomas, Secretary
<PAGE>
Exhibit "A"
ARTICLE VII, PARAGRAPH (a)
The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than eight
nor more than fourteen, shall be fixed from time to time by the By-Laws.
Commencing with the annual election of directors by the stockholders of the
Corporation in 1977, the directors of the Corporation shall be divided into
three classes: Class I, Class II and Class III, each such class, as nearly as
possible, to have the same number of directors. The term of office of the
initial Class I directors shall expire at the annual election of directors by
the stockholders of the Corporation in 1978, the term of office of the initial
Class II directors shall expire at the annual election of directors by the
stockholders of the Corporation in 1979, and the term of office of the initial
Class III directors shall expire at the annual election of directors by the
stockholders of the Corporation in 1980, or in each case thereafter when their
respective successors are elected by the stockholders and qualify. At each
annual election of directors by the stockholders of the Corporation held after
1977, the directors chosen to succeed those whose terms are then expired shall
be identified as being of the same class as the directors they succeed and
shall be elected by the stockholders of the corporation for a term expiring at
the third succeeding annual election of directors, or thereafter when their
respective successors in each case are elected by the stockholders and
qualify.
The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the
affirmative vote of not less than 75% of the members of the Board of Directors
of this Corporation and the affirmative vote of the holders of a majority of
the total voting power of all outstanding shares of stock of this Corporation.
<PAGE>
STATEMENT OF RESOLUTIONS ESTABLISHING
SERIES 3, CLASS C, PREFERRED STOCK
OF CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, ConAgra, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify that the following
resolution authorizing the issuance of 23,500 shares of Series 3, Class C,
Preferred Stock was adopted by its Board of Directors pursuant to authority
expressly vested in it by the provisions of the Certificate of Incorporation
of ConAgra, Inc., as amended:
"RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation, hereby authorizes the issuance of 23,500 shares of $100 par
value, 4% Cumulative, Nonparticipating, Convertible, Voting Preferred
Stock of this Company, said Preferred Stock to be known as Series 3,
Class C, Preferred Stock and shall be subject to the following relative
rights and preferences:
(i) The Series 3, Class C, Preferred Stock shall not have any
priority over any shares of Preferred Stock, Class B, other
Series of Class C, or Class D, as to payment of dividends or as
to the distribution of assets upon liquidation, distribution,
or winding up of the Company.
(ii) The Series 3, Class C, Preferred Stock shall rank on a parity
as to payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up with all Classes and
Series of Preferred Stock of the company issued and outstanding
on the date of issuance of the Series 3, Class C, Preferred
Stock.
(iii) The preferential dividend rate of the Series 3, Class C,
Preferred Stock shall be four percent (4%) of the par value
thereof per share per annum, commencing from the date of issue
thereof, payable on January 1, April 1, July 1, and October 1
of each year. The dividends upon the Series 3, Class C,
Preferred Stock shall be cumulative from the date of issue
thereof so that if dividends for any past dividend period at
the rate of four percent (4%) of the par value thereof per
share per annum shall not have been paid thereon, or declared,
the deficiency shall be fully paid or set apart, but without
interest, before any dividend shall be paid upon or set apart
for the Common Stock. Whenever the full dividend upon the
Series 3, Class C, Preferred Stock for all past dividend
periods shall have been paid, and the full dividend thereon for
the then current period shall have been paid or declared and
the sums sufficient for the payment thereof set apart,
dividends upon the common stock of the Company may be declared
by the Board of Directors out of the remainder of the assets
available therefor.
(iv) Subject to the provisions of paragraph (vi) hereof, the Series
3, Class C, Preferred Stock may be converted at any time
beginning on or after December 15, 1985, at the option of the
holders, or any of them, into common stock of the Company at
the rate of four (4) shares of common stock for one (1) share
of Preferred Stock (rounded down to the nearest whole share)
plus cash for accrued dividends on converted preferred to and
including the date of issuance of such common stock. In case
the Company shall be recapitalized through the subdivision or
combination of its outstanding common stock into a greater or
smaller number of shares, or shall issue any stock dividends or
warrants to its stockholders, then, in each such case, the
conversion ratio in effect shall be reduced or increased in the
same proportion. Before any holder of the Series 3, Class C,
Preferred Stock shall be entitled to convert the same into
Common Stock, such holder shall surrender the certificate or
certificates for such Series 3, Class C, Preferred Stock to the
Company which certificates shall be duly endorsed to the
Company or in blank, or accompanied by proper instruments of
transfer to the Company or in blank, and shall give written
notice to the Company that such holder elects to convert all
such Preferred Stock into Common Stock of the Company. The
Company will, as soon as practicable after such surrender of
the certificates accompanied by written notice, issue and
deliver to the former holder at the place designated in such
notice, certificates for the number of full shares of Common
Stock to which such holder shall be entitled as aforesaid,
together with cash for accrued dividends on converted Preferred
Stock to and including the date of issuance of such Common
Stock, provided, however, that at any time after ten (10) years
from its date of issue the Company may call for redemption all
or any part of this Preferred Stock, which has not therefore
been converted, in the manner as set forth below at paragraph
(v). Any election to convert such Series 3, Class C, Preferred
Stock into common stock of the Company shall be in writing and
shall also be deemed to be an election by such holder to
convert all such convertible preferred stock owned by such
holder to common stock of the Company and, in no event, shall
any such conversion result in a holder holding both preferred
(of any class or series) and common stock of the Company.
(v) All or any part of the Series 3, Class C, Preferred Stock may
be called for redemption by the Company, at its option, at any
time after ten (10) years from its date of issue, by paying
therefor in cash the par value thereof plus accrued dividends
to the date of payment, such sum being the redemption price.
At least thirty (30) days' notice prior to the redemption date,
by prepaid certified mail, shall be given to the holders of
record of this Series 3, Class C, Preferred Stock, addressed to
the last post office address shown on the records of the
Company. On the date fixed for redemption, and stated in such
notice, each holder shall surrender such holder's certificate
or certificates at the place designated in such notice and
thereupon be entitled to receive payment of the redemption
price. If notice of redemption is duly given and if funds for
the redemption have been set aside prior to the redemption
date, notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be payable on
this Series 3, Class C, Preferred Stock after the date fixed
for redemption, and all rights with respect to this preferred
stock so called for redemption shall forthwith, after such
date, terminate, except only the right of the holders to
receive the redemption price thereof, without interest.
(vi) In addition to any other call or redemption rights of the
Company hereinbefore described, the Company shall have the
right (but not the obligation) to redeem any shares of Series
3, Class C, Preferred Stock issued on or after May 31, 1985 and
held by any holder of such Preferred Stock who has elected to
convert such Preferred Stock into common stock of the Company;
such right of redemption shall be subject to the following
provision:
(A) All or any part of such Series 3, Class C, Preferred
Stock issued on or after May 31, 1985 may be called
for redemption by the Company at its option, in lieu
of conversion into shares of common stock, by paying
for such Preferred Stock in cash the par value thereof
plus accrued dividends to the date of payment, such
sum being the redemption price. The Company may
exercise this option to redeem such preferred stock by
giving written notice to the holder or holders thereof
within thirty (30) days from the date the Company
received such holder's or holders' written election to
convert to common stock of the Company. Such written
notice shall be sent by prepaid certified mail and
addressed to the electing holder(s) of record of such
preferred stock at the last post office address shown
on the Company's records. Such notice shall further
fix the redemption date, which shall not be later than
sixty (60) days from the date of such notice. On the
date fixed for redemption, each holder of such shares
of Series 3, Class C, Preferred Stock shall surrender
such holder's certificate or certificates at the place
designated in such notice and thereupon be entitled to
receive payment of the redemption price. If notice of
redemption is duly given and if funds for redemption
have been set aside prior to the redemption date,
notwithstanding the fact that a stockholder may have
failed to surrender the same, no dividend shall be
payable on such preferred stock after the date fixed
for redemption, and all rights with respect to
Preferred Stock so called for redemption shall
forthwith, after such date, terminate, except only the
right of the holders to receive the redemption price
thereof, without interest.
(vii) Without the written consent of the holders of a two-thirds
(2/3) majority of this Series 3, Class C, Preferred Stock, at
any time outstanding, given in person or by proxy, either in
writing or at a meeting of the stockholders at which the
holders of such preferred stock shall vote separately as a
class, the Company shall not hereafter (a) issue any shares of
its stock having priority over this Series 3, Class C,
Preferred Stock as to payment of dividends (including dividends
in arrears or in default) or as to distribution of assets upon
liquidation, dissolution or winding up of the Company, or (b)
amend the provisions set forth in this Statement of Resolution
establishing the terms of this Series 3, Class C, Preferred
Stock.
(viii) Voting in conjunction with the holders of the common stock and
the holders of other classes or series of preferred stock
entitled to vote, the holders of the Series 3, Class C,
Preferred Stock shall have the right to vote or consent at all
meetings of the stockholders of the Company, or otherwise, in
respect of any matter upon which the vote or the consent in
lieu of voting of the stockholders is required, including,
without limitation, the election of directors, provided,
however, that the holders of this preferred stock shall have no
rights voting as a class except as otherwise permitted at
paragraph (vii) set forth immediately above. Each holder of
this preferred stock shall have one vote in respect of each
share of such stock held by him.
(ix) Each Series 3, Class C, Preferred Stock certificate shall have
stamped thereon a legend describing this redemption agreement
or making reference to this provision.
(x) In the event of any liquidation, dissolution or winding up of
the affairs of the Company, whether voluntary or involuntary,
the holders of the Series 3, Class C, Preferred Stock shall be
entitled, before any assets of the Company shall be distributed
among or paid over to the holders of the common stock, to be
paid the par value thereof, together with a sum of money
equivalent to dividends at the rate of four per centum (4%) per
annum on the par value thereof from the date of issuance to the
date of payment thereof, less the amount of dividends
theretofore paid among the holders of this preferred stock
shall be insufficient to permit payment to them of said amount,
the entire assets shall be distributed ratably among the
holders of any preferred stock of the Company issued and
outstanding and having such priority.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused this
Statement of Resolution to be signed by its Chairman of the Board and Chief
Executive Officer and its Secretary on this 15th day of November, 1982.
CONAGRA, INC.,
A Delaware Corporation
/s/ C. M. HARPER
By____________________________
(Corporate Seal) C.M. Harper
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ L. B. THOMAS
____________________________
L.B. Thomas, Secretary
<PAGE>
CERTIFICATE OF INCREASE IN THE NUMBER
OF ISSUED SHARES OF CLASS D PREFERRED
SHARES OF CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, ConAgra, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of an additional 1,862 shares of Class D
Preferred Stock known as $2.50 Cumulative Convertible Preferred Stock was
adopted by its Board of Directors pursuant to authority expressly vested in it
by the provisions of the Certificate of Incorporation of ConAgra, Inc., as
amended:
WHEREAS, the Board of Directors of ConAgra, Inc., a
Delaware corporation (herein the "Company"), has heretofore
established a series of 707,507 shares of Class D Preferred Stock,
without par value, of this Company which constitutes the entirety
of such series, said shares known as $2.50 Cumulative Convertible
Preferred Stock;
BE IT RESOLVED, that the Board of Directors of the
Company hereby authorizes and directs the issuance of an
additional 1,862 shares of $2.50 Cumulative Convertible Preferred
Stock which shares shall be subject to the same rights and
preferences as the originally issued shares of $2.50 Cumulative
Convertible Preferred Stock.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused this
Certificate of Increase to be signed by its Chairman of the Board and Chief
Executive Officer and by its Secretary on this 29th day of September, 1983.
CONAGRA, INC.
A Delaware Corporation
/s/ C. M. HARPER
By____________________________
C. M. Harper
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ L. B. Thomas
___________________________
L. B. THOMAS
Secretary
<PAGE>
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is
registered agent, hereby certifies that:
1. The name of the agent is:The Corporation Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which the registered office is to be changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporations represented by said agent are set
forth on the list annexed to this certificate and made a part
hereof by reference.
IN WITNESS WHEREOF, said agent has caused this certificate
to be signed on its behalf by its Vice-President and Assistant
Secretary this 25th day of July, 1984.
THE CORPORATION TRUST COMPANY
______________________________________
(Name of Registered Agent)
/s/ VIRGINIA COLVELL
By____________________________________
(Vice-President)
ATTEST:
/s/ MARY G.
______________________________
(Assistant Secretary)
<PAGE>
STATE OF DELAWARE - DIVISION OF CORPORATIONS
CHANGE OF ADDRESS FILING FOR
CORPORATION TRUST AS OF JULY 27, 19984
DOMESTIC
0818610TKM (U.S.A.) HOLDINGS INC. 11/24/1975 D DE
0818621WILLBROS ENERGY SERVICES COMPANY 11/24/1975 D DE
0818659HEBERER BROS. INC. 11/25/1975 D DE
08186601001001 INC. 11/25/1975 D DE
0818664NTA NATIONAL INC. 11/25/1975 D DE
0818666THE MARMON GROUP, INC. 11/25/1975 D DE
0818668THE NATIONAL SUGAR REFINING COMPANY 11/25/1975 D DE
0818669TENNECO AUTOMOTIVE EUROPE, INC. 11/25/1975 D DE
0818678CRALEX, INC. 11/25/1975 D DE
0818693YORK BIN CO 11/26/1975 D DE
0818694HOERR EXCAVATING, INC. 11/26/1975 D DE
0818695ORLANDO VALENTE INTERIORS, LTD. 11/26/1975 D DE
0818696OMAR INDUSTRIES, LTD. 11/26/1975 D DE
0818699OLNEY CARE CENTER, INC. 11/26/1975 D DE
0818701DATAMEDIA EXPORT CORPORATION 11/26/1975 D DE
0818702AMERICAN HARDWARE MANUFACTURERS ASSOCIATION11/26/1975 D DE
0818712MASTER FOODS, INC. 11/26/1975 D DE
0818714SYSKA & HENNESSY INTERNATIONAL, INC. 11/26/1975 D DE
0818716PECTEN MIDDLE EAST SERVICES COMPANY 11/26/1975 D DE
0818717JML CORPORATION 11/26/1975 D DE
0818734THE ALLEN GROUP PUERTO RICO INC. 12/01/1975 D DE
0818737TECHNOLOGY WORLD, INC. 12/01/1975 D DE
0818739NATIONAL JET CORPORATION 12/01/1975 D DE
0818753BELL OPERATIONS CORPORATION 12/01/1975 D DE
0818760FOOD RESOURCES INTERNATIONAL INC. 12/01/1975 D DE
0818762PRESTIGE GIFTS CORPORATION 12/01/1975 D DE
0818789COOPER INTERNATIONAL RUBBER CORP. 12/01/1975 D DE
0818790J. F. HILLEBRAND CORPORATION OF AMERICA 12/01/1975 D DE
0818828INDEPENDENCE COAL CORPORATION 12/02/1975 D DE
0818829CHARTER SPORTS, INC. 12/02/1975 D DE
0818835WALLANT INTERNATIONAL TRADE, INC. 12/02/1975 D DE
0818861HARRINGTON'S AUTOMOTIVE EMPORIUM, LTD. 12/03/1975 D DE
0818877FIRST BOSTON, INC. 12/03/1975 D DE
0818879NEWMET, INC. 12/03/1975 D DE
0818881THIRD STEVENSON PROPERTIES CORP. 12/03/1975 D DE
0818882BORG-WARNER LEASING CORPORATION 12/03/1975 D DE
0818884GIT INDUSTRIES, INC. 12/03/1975 D DE
0818896FIRST PACIFIC BROADCASTING, INC. 12/04/1975 D DE
0818911LEIBSON, LIGHTLE AND ASSOCIATES, INC. 12/04/1975 D DE
0818914TRIGON CORPORATION 12/04/1975 D DE
0818915CITY COACH LINES, INC. 12/04/1975 D DE
0818919DOMINO INDUSTRIES, INC. 12/04/1975 D DE
0818932CRESTON CORPORATION 12/04/1975 D DE
0818933WELLMAN LIQUIDATING CORPORATION 12/04/1975 D DE
0818939CARIBBEAN RESTAURANTS, INC. 12/04/1975 D DE
0818944CONAGRA, INC. 12/05/1975 D DE
0818956MICHAEL MINDLIN AND ASSOCIATES, INC. 12/05/1975 D DE
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
ConAgra, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That at a meeting of the Board of Directors of ConAgra,
Inc., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said
corporation declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of
this corporation be amended by changing Article IV
thereof and adding new Articles XVII and XVIII to
provide as set forth on Exhibit "A" attached hereto
and made a part hereof."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor
of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said ConAgra, Inc., has caused this Certificate to
be signed by L. B. Thomas, its Vice President, and attested by Dorothy Young,
its Assistant Secretary, this 19th day of September, 1985.
CONAGRA, INC.
/s/ L. B. THOMAS
By____________________
L. B. THOMAS, Vice President
Attest:
/s/ DOROTHY YOUNG
By________________________________
DOROTHY YOUNG, Assistant
Secretary
<PAGE>
Exhibit "A"
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority
to issue is one hundred four million (104,000,000) shares, divided into one
hundred million (100,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of
Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per share;
two hundred fifty thousand (250,000) shares of Class C Preferred Stock of a
par value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred
Stock, without par value.
The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series
within Class B as determined by the Board of Directors: (a) the rate of
dividend; (b) whether the shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption; (c) the amount payable upon
shares in event of voluntary or involuntary liquidation; (d) sinking fund
provisions, if any, for the redemption or purchase of shares; and (e) the
terms and conditions, if any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall
be identical except as to the following relative rights and preferences as to
which there may be variations between different series within Class C as
determined by the Board of Directors: (a) whether such shares shall be
granted voting rights and, if so, to what extent and upon what terms and
conditions; (b) the rates and times at which, and the terms and conditions on
which, dividends on such shares shall be paid and any dividend rights of
cumulation; (c) whether such shares shall be granted conversion rights and, if
so, upon what terms and conditions; (d) whether the corporation shall have the
right to redeem such shares and, if so, upon what terms and conditions;
(e) the liquidation rights (if any) of such shares, including whether such
shares shall enjoy any liquidation preference over the common stock; and
(f) such other designations, preferences, relative rights and limitations (if
any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
rights and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether
such shares shall be granted voting rights and, if so, to what extent and upon
what terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion
rights and, if so, upon what terms and conditions; (d) whether the corporation
shall have the right to redeem such shares and, if so, upon what terms and
conditions; (e) the liquidation rights (if any) of such shares, including
whether such shares shall enjoy any liquidation preference over the common
stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or
as to the distribution of assets upon liquidation, distribution or winding up
of the corporation. All shares of this Class shall be identical except as to
the following relative rights and preferences as to which there may be
variations between different series within Class E as determined by the Board
of Directors: (a) whether such shares shall be granted voting rights and, if
so, to what extent and upon what terms and conditions; (b) the rates and times
at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of
such shares, including whether such shares shall enjoy any liquidation
preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such
shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
ARTICLE XVII
Annual and Special Meeting of Stockholders
Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing of such holders.
ARTICLE XVIII
Prohibition of "Greenmail"
A. Any purchase or other acquisition, directly or indirectly, in
one or more transactions, by the Company or any Subsidiary (as hereinafter
defined) of the Company of any shares of Voting Stock (as hereinafter defined)
or any Voting Stock Right (as hereinafter defined) known by the Company to be
beneficially owned by any Interested Stockholder (as hereinafter defined) who
has purchased or otherwise acquired any such Voting Stock or Voting Stock
Right within two years prior to the date of such purchase or other acquisition
from the Company or Subsidiary shall, except as hereinafter expressly
provided, require the affirmative vote of at least a majority of all votes
entitled to be cast by the holders of the Voting Stock (excluding Voting Stock
held by an Interested Stockholder) voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified, by law or any
agreement with any national securities exchange, or otherwise, but no such
affirmative vote shall be required with respect to any purchase or other
acquisition by the Company or any of its Subsidiaries of Voting Stock or
Voting Stock Rights purchased at or below Fair Market Value (as hereinafter
defined) or made as part of a tender or exchange offer made on the same terms
to all holders of such securities and complying with the applicable
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and
the rules and regulations thereunder or in a Public Transaction (as
hereinafter defined).
B. For the purposes of this Article XVIII:
1. An "Affiliate" of, or a person "Affiliated" with, a
specified person, is a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with, the person specified.
2. The term "Associate" used to indicate a relationship
with any person, means (1) any corporation or organization (other
than the Company or a Subsidiary of the Company) of which such
person is an officer or partner or is, directly or indirectly, the
beneficial owner of 5% or more of any class of equity securities,
(2) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, and (3) any relative or spouse of
such person, or any relative of such spouse, who has the same home
as such person.
3. A person shall be a "beneficial owner" of any Voting
Stock or Voting Stock Right:
(a) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; or
(b) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant
to any agreement, arrangement or understanding or upon the exercise
of conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) any right to vote pursuant to any agreement,
arrangement or understanding; or
(c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any security of any class of the Company or any of its
Subsidiaries.
(d) For the purposes of determining whether a person
is an Interested Stockholder, the relevant class of securities
outstanding shall be deemed to include all such securities of which
such person is deemed to be the "beneficial owner" through
application of this subparagraph 3, but shall not include any other
securities of such class which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion right, warrants or options, or otherwise, but are not yet
issued.
4. "Fair Market Value" means for any share of Voting
Stock or any Voting Stock Right, the average of the closing sale
prices during the 30-day period immediately preceding the repurchase
of such Voting Stock or Voting Stock Right, as the case may be, on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if
such Voting Stock or Voting Stock Right, as the case may be, is not
quoted on the Composite Tape, on the New York Stock Exchange, or, if
such Voting Stock or Voting Stock Rights, as the case may be, is not
listed on such Exchange, on the principal United States securities
exchange registered under the Exchange Act on which such Voting
Stock or Voting Stock Right, as the case may be, is listed, or if
such Voting Stock or Voting Stock Right, as the case may be, is not
listed on any such exchange, the average of the closing bid
quotations with respect to a share of such Voting Stock or Voting
Stock Right, as the case may be, during the 90-day period
immediately preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System
or any system then in use, or if no such quotations are available,
the Fair Market Value on the date in question of a share of such
Voting Stock or Voting Stock Right, as the case may be, as
determined by the Board of Directors in good faith.
5. "Interested Stockholder" shall mean any person (other
than (i) the Company, (ii) any of its Subsidiaries, (iii) any
benefit plan or trust of or for the benefit of the Company or any of
its Subsidiaries, (iv) any trustee, agent or other representative of
any of the foregoing, or (v) any person who beneficially owned more
than 3% of any class of Voting Stock on July 11, 1985), who or
which:
(a) is the beneficial owner, directly or indirectly,
of more than 3% of any class of Voting Stock (or Voting
Stock Rights with respect to more than 3% of any such
class); or
(b) is an Affiliate of the Company and at any time
within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly,
of more than 3% of any class of Voting Stock (or Voting
Stock Rights with respect to more than 3% of any such
class); or
(c) is an assignee of or has otherwise succeeded to
any shares of any class of Voting Stock (or Voting Stock
Rights with respect to more than 3% of any such class)
which were at any time within the two-year period
immediately prior to the date in question beneficially
owned by an Interested Stockholder, unless such assignment
or succession shall have occurred pursuant to any Public
Transaction or a series of transactions including a Public
Transaction.
6. A "person" shall mean any individual, firm,
corporation or other entity (including a "group" within the meaning
of Section 13(d) of the Exchange Act).
7. A "Public Transaction" shall mean any (i) purchase of
shares offered pursuant to an effective registration statement under
the Securities Act of 1933, or (ii) open market purchases of shares
if, in either such case, the price and other terms of sale are not
negotiated by the purchaser and seller of the beneficial interest in
the shares.
8. The term "Subsidiary" shall mean any corporation at
least a majority of the outstanding securities of which having
ordinary voting power to elect a majority of the board of directors
of such corporation (whether or not any other class of securities
has or might have voting power by reason of the happening of a
contingency) is at the time owned or controlled directly or
indirectly by the Company or one or more Subsidiaries or by the
Company and one or more Subsidiaries.
9. The term "Voting Stock" shall mean stock of all
classes and series of the Company entitled to vote generally in the
election of directors.
10. The term "Voting Stock Right" shall mean any security
convertible into, and any warrant, option or other right of any kind
to acquire beneficial ownership of, any Voting Stock, other than
securities issued pursuant to any of the Company's employee benefit
plans.
C. A majority of the Board of Directors shall have the
power and duty to determine for the purposes of this Article XVIII,
on the basis of information known to it after reasonable inquiry,
all facts necessary to determine compliance with this Article XVIII,
including without limitation,
1. whether:
(a) a person is an Interested Stockholder;
(b) any Voting Stock and Voting Stock Right is
beneficially owned by any person;
(c) a person is an Affiliate or Associate of
another;
(d) a transaction is a Public Transaction; and
2. the Fair Market Value of any Voting Stock or
Voting Stock Right.
D. Notwithstanding anything contained in this
Certificate to the contrary, the affirmative vote of at least a
majority of all votes entitled to be cast by the holders of capital
stock entitled to vote generally in the election of directors,
voting together as a single class, shall be required to amend or
repeal this Article XVIII or to adopt any provision inconsistent
herewith.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA,
INC., resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said
corporation declaring said amendments to be advisable and
calling a meeting of the stockholders of said corporation
for consideration thereof. The resolutions setting forth
the proposed amendments are as follows:
"RESOLVED, that ARTICLE IV of the Certificate of
Incorporation entitled "Authorized Shares" be amended to
increase the total number of shares which this corporation
shall have authority to issue from 104,000,000 shares to
304,000,000 shares by increasing the authorized common
stock of a par value of $5.00 per share from 100,000,000
shares to 300,000,000 shares as set forth on Exhibit "A"
attached hereto and by this reference made a part hereof."
"FURTHER RESOLVED, that ARTICLE V of the Certificate of
Incorporation be amended to provide as set forth on Exhibit
"B" attached hereto and by this reference made a part
hereof."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware on September 18, 1986, at which
meeting the necessary number of shares as required by
statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with
the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 18th day of September, 1986.
CONAGRA, INC.
/s/ L. B. THOMAS
By______________________________
L. B. THOMAS, Vice
President
Attest:
/s/ DOROTHY YOUNG
________________________________
DOROTHY YOUNG, Assistant
Secretary
<PAGE>
Exhibit "A"
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority
to issue is three hundred four million (304,000,000) shares, divided into
three hundred million (300,000,000) shares of Common Stock of a par value of
Five Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of
Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per share;
two hundred fifty thousand (250,000) shares of Class C Preferred Stock of a
par value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred
Stock, without par value.
The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series
within Class B as determined by the Board of Directors: (a) the rate of
dividend; (b) whether the shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption; (c) the amount payable upon
shares in event of voluntary or involuntary liquidation; (d) sinking fund
provisions, if any, for the redemption or purchase of shares; and (e) the
terms and conditions, if any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall
be identical except as to the following relative rights and preferences as to
which there may be variations between different series within Class C as
determined by the Board of Directors: (a) whether such shares shall be
granted voting rights and, if so, to what extent and upon what terms and
conditions; (b) the rates and times at which, and the terms and conditions on
which, dividends on such shares shall be paid and any dividend rights of
cumulation; (c) whether such shares shall be granted conversion rights and, if
so, upon what terms and conditions; (d) whether the corporation shall have the
right to redeem such shares and, if so, upon what terms and conditions;
(e) the liquidation rights (if any) of such shares, including whether such
shares shall enjoy any liquidation preference over the common stock; and
(f) such other designations, preferences, relative rights and limitations (if
any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
right and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether
such shares shall be granted voting rights and, if so, to what extent and upon
what terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion
rights and, if so, upon what terms and conditions; (d) whether the corporation
shall have the right to redeem such shares and, if so, upon what terms and
conditions; (e) the liquidation rights (if any) of such shares, including
whether such shares shall enjoy any liquidation preference over the common
stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or
as to the distribution of assets upon liquidation, distribution or winding up
of the corporation. All shares of this Class shall be identical except as to
the following relative rights and preferences as to which there may be
variations between different series within Class E as determined by the Board
of Directors: (a) whether such shares shall be granted voting rights and, if
so, to what extent and upon what terms and conditions; (b) the rates and times
at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of
such shares, including whether such shares shall enjoy any liquidation
preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such
shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
<PAGE>
EXHIBIT "B"
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of Delaware General Corporation Law
as amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. With respect to acts or omissions
occurring on or after September 18, 1986, no director shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the director derived an improper
personal benefit.
Notwithstanding the foregoing, the indemnification provided for in this
ARTICLE V shall not be deemed exclusive of any other rights to which those
entitled to receive indemnification or reimbursement hereunder may be entitled
under any by-law of this Corporation, agreement, vote or consent of
stockholders or disinterested directors or otherwise.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA,
INC., a resolution was duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of
said corporation declaring said amendment to be advisable
and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES"
be amended as stated on Exhibit "A" attached to reflect an
increase in the total number of shares which this company
shall have authority to issue from 304,000,000 shares to
604,000,000 shares by increasing the authorized common
stock of a par value of $5.00 per share from 300,000,000
shares to 600,000,000 shares with no increase in the
4,000,000 shares of authorized preferred stock."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware on September 28, 1989, at which
meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 28th day of September, 1989.
CONAGRA, INC.
/s/ L. B. THOMAS
By_______________________________
L. B. THOMAS
Vice President
Attest:
/s/ DOROTHY YOUNG
________________________________
DOROTHY YOUNG,
Assistant Secretary
<PAGE>
Exhibit "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is Six Hundred Four Million (604,000,000) shares, divided into Six
Hundred Million (600,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000) shares of
Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per share;
Two Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of a
par value of One Hundred Dollars ($100.00) per share; One Million One Hundred
Thousand (1,100,000) shares of Class D Preferred Stock without par value; and
Two Million Five Hundred Thousand (2,500,000) shares of Class E Preferred
Stock, without par value.
The remainder of this Article shall remain unchanged in its
entirety.
<PAGE>
STATEMENT OF RESOLUTIONS ESTABLISHING SERIES
OF CLASS E PREFERRED SHARES OF CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, ConAgra, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of 141,955.0008 shares of $2,500
Cumulative Convertible Voting Preferred Stock, Series 1, was adopted by its
Board of Directors pursuant to authority expressly vested in it by the
provisions of the Certification of Incorporation of ConAgra, Inc., as amended.
RESOLVED, that the Board of Directors of ConAgra, Inc., a
Delaware corporation (herein the "Company"), hereby establishes a
series of 141,955.0008 shares of Class E Preferred Stock, without par
value, of this Company which shall constitute the entirety of this
series, said shares to be known as $2,500 Cumulative Convertible Voting
Preferred Stock, Series 1, and shall be subject to the following
relative rights and preferences:
1. Designation of Series. The series shall be
designated "$2,500 Cumulative Convertible Voting Preferred Stock,
Series 1" (hereinafter called "$2,500 Convertible Preferred Stock").
The stated value of each share of $2,500 Convertible Preferred Stock is
$2,500.
2. Number of Shares. The number of shares of $2,500
Convertible Preferred Stock initially is 141,955.0008 which number the
Board of Directors may increase or decrease without a vote of
stockholders, but not decrease below the number of shares of the series
then outstanding.
3. Dividends. The dividend rate for the $2,500
Convertible Preferred Stock is $168.75 per share per annum, payable
quarterly, at the rate of $42.1875 per quarter, in cash. Dividends on
the $2,500 Convertible Preferred Stock shall be paid, or declared and a
sum sufficient for payment thereof Set Apart for Payment, before any
dividend or distribution in cash or other property (other than
dividends payable in stock ranking junior ("Junior Stock") to the
$2,500 Convertible Preferred Stock as to dividends and upon
liquidation, distribution, dissolution and winding-up) is declared,
paid or Set Apart for Payment on any class or series of Junior Stock.
Dividends on the $2,500 Convertible Preferred Stock shall accrue and be
cumulative from the date of issuance of the shares (which shall be the
effective date ("Effective Date") of the merger (the "Merger") of
Beatrice Company with a wholly-owned subsidiary of the Company pursuant
to the Agreement and Plan of Merger (the "Merger Agreement") dated as
of June 7, 1990). The amount of dividends so payable for any partial
period shall be determined on the basis of twelve 30-day months and a
360-day year. Dividends paid on the shares of $2,500 Convertible
Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata among all such shares then outstanding. "Set Apart
for Payment" shall mean the Company shall have irrevocably deposited
with a bank or trust company having capital and surplus of at least
$100,000,000, in trust for the exclusive benefit of the holders of
$2,500 Convertible Preferred, funds sufficient to satisfy the Company's
payment obligation.
4. Dividend Payments Dates; Record Dates. The dates on
which dividends on the $2,500 Convertible Preferred Stock shall be
payable are January 1, April 1, July 1 and October 1 of each year (or,
if any of such days is not a Business Day, the Business Day next
preceding such day). The Board of Directors may fix a record date for
the determination of holders of shares of $2,500 Convertible Preferred
Stock entitled to receive payment of a dividend declared thereon, which
record date shall be no more than 60 days and no less than 10 days
prior to the payment date fixed therefor. For purposes hereof,
"Business Day" shall mean any day, other than a Saturday or Sunday, on
which commercial banks are not authorized or required to close in New
York City.
5. Redemption.
(a) Optional Redemption. The $2,500 Convertible
Preferred Stock shall not be redeemable at the option of the Company
prior to the fifth anniversary of the Effective Date of the Merger (the
"Initial Redemption Date"). Thereafter, subject to the limitation set
forth in Section 5(e) below all or any part of the $2,500 Convertible
Preferred Stock shall be redeemable at the option of the Company and
the redemption prices per share shall be as follows plus an amount
equal to all accrued and unpaid dividends through and including the
redemption date (as defined below):
If Redemption Date Is During Redemption
12-Month Period Beginning On: Price
Initial Redemption Date in:
1995 . . . . . . . . . . . . . . . . . .$2,548.225
The anniversary of the Initial Redemption
Date in each of the following years:
1996 . . . . . . . . . . . . . . . . . .$2,524.10
1997 and thereafter. . . . . . . . . . .$2,500.00
In the case of the redemption of a part of the shares
of $2,500 Convertible Preferred Stock, the shares to be so redeemed
shall be selected pro rata.
In order to facilitate the redemption of shares of $2,500
Convertible Preferred Stock, the Board of Directors may fix a record
date for the determination of holders of shares of $2,500 Convertible
Preferred Stock to be redeemed not more than 90 days or less than 45
days prior to the redemption date. Notice of any redemption pursuant
to this Section 5 shall be sent, by prepaid certified mail, at least
45, but not more than 90, days in advance of the date designated for
such redemption (herein called the "redemption date") to the holders of
record of shares of $2,500 Convertible Preferred Stock to be redeemed
at their respective addresses as the same shall appear on the books of
the Company. Each such notice shall state: (1) the redemption date;
(2) the number of shares to be redeemed and, if less than all the
shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price; (4)
the place or places where certificates for such shares are to be
surrendered for payment of the redemption price; and (5) that dividends
on the shares to be redeemed will cease to accrue after such redemption
date. If less than all the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.
(b) Mandatory Redemption. On the twelfth anniversary of
the Effective Date, subject to the provisions of Section 5(e) hereof,
the Company shall call for redemption all shares of $2,500 Convertible
Preferred Stock, by paying therefor in cash $2,500 per share plus all
accrued and unpaid dividends thereon through the date of payment, such
sum being the redemption price. Notice of such redemption shall be
given to the holders of record of $2,500 Convertible Preferred Stock as
provided in the immediately preceding paragraph. On the date fixed for
redemption, and stated in such notice, each holder of $2,500
Convertible Preferred Stock shall surrender such holder's certificate
or certificates at the place designated in such notice and thereupon be
entitled to receive payment of the redemption price.
(c) Payment. The Company shall, on or prior to the date
fixed for redemption of any shares pursuant to Sections 5(a) or 5(b),
but not earlier than 45 days prior to the date fixed for redemption,
Set Aside for Payment a sum sufficient to redeem the shares called for
redemption, with irrevocable instructions and authority to the
redemption agent to complete the redemption thereof and to pay such
funds to the respective holders of such shares, as evidenced by a list
of such holders certified by an officer of the Company, upon surrender
of their respective share certificates. From and after the date of
such deposit, the shares represented thereby shall no longer be deemed
outstanding, and all rights of the holders of the shares of $2,500
Convertible Preferred Stock called for redemption, as stockholders of
the Company with respect to such shares, shall cease and terminate,
except that their right to receive the redemption price, without
interest, upon the surrender of their respective certificates shall
never cease, their right to convert their shares into Common Stock as
provided herein shall not cease until the close of business on the day
prior to the redemption date and their right to receive dividends and
distributions shall not cease until the close of business on the
redemption date. In case the holders of any shares shall not, within
one year after such deposit, claim the amount deposited for redemption
thereof, the redemption agent shall, upon demand, pay over to the
Company the balance of such amount so deposited. Thereupon, such
redemption agent shall be relieved of all responsibility to the holders
thereof and the sole right of such holders shall be as general
creditors of the Company. To the extent that shares of $2,500
Convertible Preferred Stock called for redemption are converted into
Common Stock prior to the date fixed for redemption, the amount
deposited by the Company to redeem such shares shall immediately be
returned to the Company. Any interest accrued on any funds so
deposited shall belong to the Company, and shall be paid to it from
time to time on demand.
(d) Redemption at Option of Holders. In the event that
(i) (a) any person (with the defined meaning as used in Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of more than 50% of the Common Stock of the Company
outstanding after giving effect to such acquisition, or securities
constituting more than 50% of the total voting power of the Company
after giving effect to such acquisition (a "Share Acquisition"), or
(ii) the Company sells or otherwise disposes of all or substantially
all of its assets ("Extraordinary Asset Sale"), or (iii) an
"Extraordinary Dividend or Buyback" (as hereinafter defined) occurs,
each holder of $2,500 Convertible Preferred Stock, subject to the
conditions of this Section 5(d) and Section 5(e) below, shall have the
option to require the Company to redeem all, but not less than all, of
the $2,500 Convertible Preferred Stock owned by such holder at $2,500
per share plus accrued and unpaid dividends thereon, whether or not
declared, through the redemption date.
The Company shall not cause an Extraordinary Dividend or
Buyback to occur, or permit an Extraordinary Asset sale, unless, prior
to the occurrence of any thereof, the Company takes all such actions,
if any, required by its Certificate of Incorporation, including Article
XVIII thereof, if applicable, to permit the Company to redeem the
$2,500 Convertible Preferred Stock in accordance with the applicable
provisions of this Section 5.
For purposes of this Section 5(d), an "Extraordinary
Dividend or Buyback" shall occur if the Company shall, in one
transaction or a series of related transactions following the Effective
Date, pay or effect a dividend or distribution in respect of its Common
Stock (other than a dividend payable solely in Common Stock or rights
to acquire Common Stock of the Company or a regular quarterly cash
dividend on the Common Stock), or shall repurchase, redeem, retire,
exchange or otherwise acquire for value any of its Common Stock (other
than solely from any wholly-owned subsidiary and other than solely for
Common Stock or rights to acquire Common Stock of the Company) if the
sum of the cash and the "Fair Market Value" (as hereinafter defined) of
the securities and assets paid or distributed in connection therewith
(determined on the record date for each such dividend or distribution
or the effective date for each such purchase, redemption, retirement,
exchange or other acquisition) exceeds 30% of the aggregate Fair Market
Value of all Common Stock of the Company outstanding on the record date
for the latest such dividend or distribution or the effective date for
the latest such purchase, redemption, retirement, exchange or other
acquisition (determined on such record or effective dates).
"Fair Market Value" shall mean (i) as to securities which
are publicly traded, the average of the daily closing prices (based on
the 4:30 p.m., New York time, NYSE Composite Transactions closing price
on the applicable date) of such securities for the fifteen consecutive
trading days immediately preceding the date of determination and (ii)
as to securities which are not publicly traded or any other property,
the fair value thereof as determined in good faith by the Board of
Directors of the Company or a duly authorized committee thereof, which
determination shall be conclusive.
In the event of any Share Acquisition or Extraordinary
Dividend or Buyback, the Company shall, at the close of business on the
redemption date after the Share Acquisition or Extraordinary Dividend
or Buyback, upon the written demand of any record holder of $2,500
Convertible Preferred Stock who so requests, redeem all of the $2,500
Convertible Preferred Stock owned by such holder at $2,500 per share
plus accrued and unpaid dividends through such redemption date. Within
five business days following any Extraordinary Dividend or Buyback and
within five business days after the Company has knowledge that any such
Share Acquisition has occurred, it shall mail to each record holder of
$2,500 Convertible Preferred Stock a form of written demand to be used
by such holder to exercise his right of redemption (a "Demand Form")
and a notice which shall disclose the occurrence of the Share
Acquisition or Extraordinary Dividend or Buyback, as the case may be, a
description in reasonable detail of the terms of such Share Acquisition
or Extraordinary Dividend or Buyback, and the right of such holder to
require the Company to redeem such $2,500 Convertible Preferred Stock
pursuant to this Section 5(d) and shall state the redemption date, the
redemption price, the place or places of payment, that payment will be
made upon presentation and surrender of the shares of $2,500
Convertible Preferred Stock and the date (which must be at least 30
days after the notice is mailed to the stockholders) by which such
holder must notify the Company if it elects to require the Company to
make such redemption. Each record holder of $2,500 Convertible
Preferred Stock which elects to require the Company to redeem on the
redemption date all of the $2,500 Convertible Preferred Stock which
such holder owns shall deliver to the Company not later than the
redemption date a completed Demand Form relating to the $2,500
Convertible Preferred Stock to be redeemed. The term "redemption
date," as used in connection with a redemption resulting from a Share
Acquisition or an Extraordinary Dividend or Buyback, shall mean the
close of business of the 45th day after the date of the Extraordinary
Dividend or Buyback or the date the Company has knowledge that a Share
Acquisition has occurred, or, if such date is not a Business Day, the
next Business Day after such 45th day.
In the event of any sale of assets described in the first
paragraph of this Section 5(d) , the Company shall, immediately prior
to the effectiveness of such sale ("Sale Closing") , upon the demand of
any record holder of $2,500 Convertible Preferred Stock which so
requests, redeem all of the $2,500 Convertible Preferred Stock owned by
each such holder at $2,500 per share plus accrued and unpaid dividends
through the date on which such Sale Closing occurs. Not later than 35
days prior to the effectiveness of any such Sale Closing, the Company
shall mail by certified or registered mail to each record holder of
$2,500 Convertible Preferred Stock a Demand Form and a notice which
shall disclose such Sale Closing, described in reasonable detail the
terms of the related asset sale, and the right of such holder of $2,500
Convertible Preferred Stock to require the Company to redeem such
$2,500 Convertible Preferred Stock pursuant to this Section 5(d), and
shall state the anticipated redemption date, the redemption price, the
place or places that payment will be made upon presentation and
surrender of shares of $2,500 Convertible Preferred Stock and the date
(which must be at least 30 days after the notice is mailed to the
stockholders) by which such holder must notify the Company if it elects
to require the Company to make such redemption. Each record holder of
$2,500 Convertible Preferred Stock which elects to require the Company
to redeem on the redemption date all of the $2,500 Preferred Stock
which it owns must submit to the Company not later than the close of
business on the redemption date a completed Demand Form relating to the
$2,500 Convertible Preferred Stock to be redeemed. The term
"redemption date", as used in connection with a redemption upon the
occurrence of a Sale Closing shall mean the day on which the Sale
Closing occurs.
Any notice by the Company which is mailed as herein
provided shall be conclusively presumed to have been duly given,
whether or not the holder of $2,500 Convertible Preferred Stock
receives such notice; and failure to give such notice by mail, or any
defect in such notice, to the holders of any shares shall not affect
the validity of the proceedings for the redemption of any other shares
of $2,500 Convertible Preferred Stock. An election by a holder of
$2,500 Convertible Preferred Stock to have the Company redeem such
stock pursuant to this Section 5(d) shall become irrevocable on the
relevant redemption date. On or after the date fixed for redemption as
stated in any notice delivered by the Company, each holder of the
shares called for redemption shall surrender the certificates
evidencing such shares to the Company at the place designated in such
notice and shall thereupon be entitled to receive payment of the
relevant redemption price in accordance with the terms of this Section
5(d). If any such certificates shall be so surrendered in connection
with a redemption required to be made as a result of any Sale Closing
and for whatever reason such Sale Closing will not become effective,
then the Company shall cause such certificates to be returned promptly
to the respective holders thereof by registered mail or other secure
means.
If, on the date fixed for redemption under any provision of
this Section 5(d), funds necessary for the redemption shall have been
Set Aside for Payment, then in the case of any shares of $2,500
Convertible Preferred Stock to be redeemed as a result of an
Extraordinary Dividend or Buyback, a Sale Closing or a Share
Acquisition, after the close of business on the redemption date,
notwithstanding that the certificates evidencing any shares which the
holders thereof had elected to have redeemed shall not have been
surrendered, dividends with respect to such shares shall cease to
accrue, such shares shall no longer be deemed outstanding, the holders
thereof shall cease to be stockholders, and all rights whatsoever with
respect to such shares (except the right of the holders to receive the
relevant redemption price without interest upon surrender of their
certificates therefor) shall terminate. Shares of $2,500 Convertible
Preferred Stock redeemed by the Company shall be restored to the status
of authorized but unissued shares of Class E Preferred Stock of the
Company, pursuant to the General Corporation Law of the State of
Delaware without designation as to series, and may thereafter be
reissued, but not as shares of $2,500 Convertible Preferred Stock.
Any redemption payment required to be made pursuant to
Section 5(b) or 5(d) shall be paid, or a sum sufficient for payment
thereof Set Apart for Payment, before any dividend or distribution in
cash or other property (other than dividends payable in Junior Stock)
is declared, paid or Set Apart for Payment on any class or series of
Junior Stock.
(e) Prior Approvals. On or before the redemption date
for any redemption of the $2,500 Convertible Preferred Stock pursuant
to the provisions of this Section 5, the Company will take such
actions, if any, required to be taken by the Company by its Certificate
of Incorporation, including Article XVIII thereof, to permit the
Company to redeem the $2,500 Convertible Preferred Stock in accordance
with the applicable provisions of this Section 5.
6. Liquidation Rights. Upon the liquidation,
dissolution or winding up of the affairs (a "Liquidation") of the
Company, whether voluntary or involuntary, the holders of shares of the
$2,500 Convertible Preferred Stock shall be entitled to receive $2,500
per share plus in each case an amount equal to all accrued and unpaid
dividends thereon (whether or not declared) before any payment or
distribution of the assets of the Company, or proceeds thereof (whether
capital or surplus), shall be made to or set apart for the holders of
Junior Stock. If, upon any Liquidation of the Company, the assets
available for distribution to the holders of $2,500 Convertible
Preferred Stock and any other stock of the Company ranking on a parity
with the $2,500 Convertible Preferred Stock upon Liquidation shall be
insufficient to pay the holders of all outstanding shares of $2,500
Convertible Preferred Stock and all other such parity stock the full
amounts (including all dividends accrued and unpaid) to which they
shall be entitled, then such assets or the proceeds therefrom shall be
distributed among such holders ratably in proportion to the full amount
to which they are otherwise entitled.
7. Conversion. The shares of $2,500 Convertible
Preferred Stock shall be convertible, at the option of the holders
thereof, at any time at the principal Company office located in Omaha,
Nebraska, or at the offices of such duly appointed transfer agents for
the $2,500 Convertible Preferred Stock, if any, as the Board of
Directors of the Company may determine, into fully paid and non-
assessable shares (calculated to the nearest 1/10,000 of a share) of
Common Stock of the Company at the rate of 67.8485 shares of Common
Stock for each share of $2,500 Convertible Preferred Stock, provided,
however, that in case of the redemption of any shares of $2,500
Convertible Preferred Stock, such right of conversion shall cease and
terminate, as to the shares called for redemption, at the close of
business on the day prior to the date fixed for redemption, unless
default shall be made in the payment of the redemption price. The rate
at which shares of Common Stock shall be deliverable in exchange for
shares of $2,500 Convertible Preferred Stock upon conversion thereof is
hereinafter referred to as the "conversion rate." The conversion rate
shall be subject to adjustment from time to time in certain instances
as hereinafter provided, except that no adjustment shall be made unless
by reason of the happening of any one or more of the events hereinafter
specified, the conversion rate then in effect shall be changed by 1% or
more, but any adjustment of less than 1% that would otherwise be
required then to be made shall be carried forward and shall be made at
the time of and together with any subsequent adjustment which, together
with adjustment or adjustments so carried forward, amounts to 1% or
more, provided that such adjustment shall be made in all events
(regardless of whether or not the amount thereof or the cumulative
amount thereof amounts to 1% or more) upon the happening of one or more
of the events specified in either paragraph (a) or paragraph (d) of
this Section 7. Each adjustment in the conversion rate shall be
rounded to the nearest four decimal places. Upon conversion the holder
shall be entitled to receive an amount in cash equal to all dividends
accrued and unpaid on the $2,500 Convertible Preferred Stock
surrendered for conversion to the conversion date.
Before any holder of $2,500 Convertible Preferred Stock
shall be entitled to convert the same into Common Stock, he shall
surrender the certificate or certificates for such $2,500 Convertible
Preferred Stock at the principal office of the Company in Omaha,
Nebraska, or at the office of any transfer agent appointed as
aforesaid, which certificate or certificates, if the Company shall so
request, shall be duly endorsed to the Company or in blank, and shall
complete the form printed on such certificate or certificates
indicating his election to convert such shares or otherwise give
written notice to the Company that he elects so to convert said $2,500
Convertible Preferred Stock, and shall state in writing therein the
name or names in which he wishes the certificate or certificates for
Common Stock to be issued.
The Company will, as soon as practicable after such
surrender of certificates for $2,500 Convertible Preferred Stock
accompanied by the written notice and the statement above prescribed,
issue and deliver at the principal office of the Company in Omaha,
Nebraska, or at the office of any transfer agent appointed as
aforesaid, to the person for whose account such $2,500 Convertible
Preferred Stock was so surrendered, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he
shall be entitled as aforesaid, together with a cash adjustment (based
on the 4:30 p.m., New York time, NYSE Composite transactions closing
price on the conversion date) for any fraction of a share as
hereinafter stated, if not evenly convertible. Subject to the
following provisions of this paragraph, such conversion shall be deemed
to have been made as of the date of such surrender of the $2,500
Convertible Preferred Stock to be converted, and the person or persons
entitled to receive the Common Stock issuable upon conversion of such
$2,500 Convertible Preferred Stock shall be treated for all purposes as
the record holder or holders of such Common Stock on such date. The
Company shall not be required to convert, and no surrender of $2,500
Convertible Preferred Stock shall be effective for that purpose, while
the stock transfer books of the Company are closed for any purpose; but
the surrender of $2,500 Convertible Preferred Stock for conversion
during any period while such books are closed shall become effective
for conversion immediately upon the reopening of such books, as if the
conversion had been made on the date such $2,500 Convertible Preferred
Stock was surrendered, and at the conversion rate in effect at the date
of such surrender.
The conversion rate for the $2,500 Convertible Preferred
Stock shall be subject to adjustment from time to time as follows:
(a) If the Company shall at any time or from time to
time pay a dividend or make a distribution on its Common
Stock in Common Stock, subdivide its outstanding shares of
Common Stock into a larger number of shares or combine its
outstanding shares of Common Stock into a smaller number of
shares, the conversion rate in effect immediately prior
thereto shall be adjusted so that each share of $2,500
Convertible Preferred Stock shall thereafter be convertible
into the number of shares of Common Stock which the holder
of a share of $2,500 Convertible Preferred Stock would have
been entitled to receive after the happening of any of the
events described above had such share been converted
immediately prior to the happening of such event. An
adjustment made pursuant to this paragraph (a) shall become
effective retroactively to the record date in the case of a
dividend and shall become effective on the effective date
in the case of a subdivision or combination.
(b) If an event occurs pursuant to which Rights
("Rights"), issued pursuant to the Rights Agreement dated
July 10, 1986, between the Company and Manufacturers
Hanover Trust Company, as Rights agent, or any amendment,
supplement or substitution thereof (the "Rights Plan")
detach and become separable from the Common Stock, and
following such event any holder of the Rights surrenders
the Rights Certificate (as defined in the Rights Plan) and
purchases shares of Common Stock in accordance with such
Rights Plan at a price per share less than the average
market price per share (determined as provided below) of
the Common Stock on the date such Right is surrendered and
such shares purchased ("Exercise Date"), then in each such
case, except in the case of a holder who is an Acquiring
Person (as defined in the Rights Plan), the conversion rate
shall be adjusted so that the same shall equal the rate
determined by multiplying the conversion rate in effect
immediately prior to the Exercise Date by a fraction the
numerator of which shall be the sum of the number of shares
of Common Stock outstanding immediately prior to such
Exercise Date plus the number of additional shares of
Common Stock so issued pursuant to such Rights Plan, and
the denominator of which shall be the sum of the number of
shares of Common Stock outstanding immediately prior to
such Exercise Date plus the number of shares of Common
Stock which the aggregate price of the total number of
shares so issued pursuant to such Rights Plan would
purchase at such average market price. For the purposes of
this paragraph (b), the number of shares of Common Stock at
any time outstanding shall not include shares held in the
treasury of the Company.
For the purpose of any computation under this Section
7, the average market price per share of Common Stock on
any date shall be the average of the daily closing prices
(based on the 4:30 p.m., New York time, NYSE Composite
transactions closing price on the applicable date, or the
closing price on such other exchange as may constitute the
principal trading market for the Common Stock, or the last
quoted bid price in the over-the-counter market if the
Common Stock is not listed on an exchange and is so traded)
for the fifteen (15) consecutive trading days commencing
twenty (20) trading days before the earlier of the date in
question and the trading day before the "ex date", if any,
with respect to the issuance or distribution requiring such
computation; provided that if the Common Stock is not
listed on an exchange or traded in the over-the-counter
market, the average market price shall be the fair market
value as determined in good faith by the Board of Directors
or any duly authorized committee. The term "ex date", when
used with respect to any issuance or distribution, means
the first trading day on which the Common Stock trades in
the market from which the closing price is then to be
determined.
(c) If the Company shall distribute to all holders
of Common Stock (i) any rights or warrants to subscribe for
or purchase any security of the Company (other than those
referred to in paragraph (b) above) or any evidence of
indebtedness or other securities of the Company (other than
Common Stock), or (ii) cash or other assets (other than
regular quarterly dividends payable solely in cash that may
from time to time be fixed by the Board of Directors of the
Company), then in each such case the conversion rate shall
be adjusted so that the same shall equal the rate
determined by multiplying the conversion rate in effect on
the day immediately preceding the record date for the
determination of the stockholders entitled to receive such
distribution by a fraction the numerator of which shall be
the average market price per share (determined as provided
in paragraph (b) above) of the Common Stock on such record
date and the denominator of which shall be such average
market price per share less the then fair market value (as
determined in good faith by the Board of Directors of the
Company or a duly authorized committee thereof, which
determination shall be conclusive) of the portion of the
cash or other assets, rights, warrants, evidences of
indebtedness or other securities so distributed applicable
to one (1) share of Common Stock. Such adjustment shall
become effective retroactively immediately after the record
date.
(d) In case of any capital reorganization or any
reclassification of the capital stock of the Company or in
case of the consolidation or merger of the Company with or
into any other person (other than a merger which does not
result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) or in
case of any sale or conveyance of all or substantially all
of the assets of the Company, the person formed by such
consolidation or resulting from such capital
reorganization, reclassification or merger or which
acquires such assets, as the case may be, shall make
provision in the articles or certificate of incorporation
of such person such that each share of $2,500 Convertible
Preferred Stock shall thereafter be convertible, subject to
further adjustment as provided in subparagraph (e) below,
into the kind and amount of shares of stock, other
securities, cash and other property receivable upon such
capital reorganization, reclassification of capital stock,
consolidation, merger, sale or conveyance, as the case may
be, by a holder of the number of shares of Common Stock
into which such share of $2,500 Convertible Preferred Stock
was convertible immediately prior to such capital
reorganization, reclassification of capital stock,
consolidation, merger, sale or conveyance.
(e) In the event that at any time, as a result of
any adjustment made pursuant to subparagraphs (a) to (d)
above, the holder of any $2,500 Convertible Preferred Stock
thereafter surrendered for conversion shall become entitled
to receive any securities of the Company or any other
person other than shares of Common Stock, the number and
type of such other securities so receivable upon conversion
of any share of $2,500 Convertible Preferred Stock shall be
subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions
contained in subparagraphs (a) to (d) above, with respect
to the Common Stock.
(f) Whenever the conversion rate is adjusted as
provided in this Section 7, the Company shall forthwith
file with any transfer agent for the $2,500 Convertible
Preferred Stock appointed as aforesaid a certificate signed
by the President or one of the Vice Presidents of the
Company and by its Treasurer or an Assistant Treasurer,
stating the adjusted conversion rate determined as provided
in this Section 7. Such certificate shall show in detail
the facts requiring such adjustment. Whenever the
conversion rate is adjusted, the Company will forthwith
cause a notice stating the adjustment and the adjusted
conversion rate to be mailed to the respective holders of
record of $2,500 Convertible Preferred Stock. Such
transfer agent shall be under no duty to make any inquiry
or investigation as to the statements contained in any such
certificate or as to the manner in which any computation
was made, but may accept such certificate as conclusive
evidence of the statements therein contained, and each
transfer agent shall be fully protected by the Company with
respect to any and all acts done or action taken or
suffered by it in reliance thereon. No transfer agent in
its capacity as transfer agent shall be deemed to have any
knowledge with respect to any change of capital structure
of the Company unless and until it receives a notice
thereof pursuant to the provisions of this paragraph (f)
and in default of any such notice each transfer agent may
conclusively assume that there has been no such change.
The Company shall at all times reserve and keep available,
out of its authorized and unissued Common Stock, solely for the purpose
of effecting the conversion of the $2,500 Convertible Preferred Stock,
such number of shares as shall from time to time be sufficient to
effect the conversion of all shares of $2,500 Convertible Preferred
Stock from time to time outstanding. The Company shall from time to
time, in accordance with the laws of Delaware, increase the authorized
amount of its Common Stock if at any time the number of shares of
Common Stock remaining unissued shall not be sufficient to permit the
conversion of all the then outstanding $2,500 Convertible Preferred
Stock.
No fractions of shares of Common Stock are to be issued
upon conversion, but in lieu thereof the Company will pay therefor in
cash based on the closing price (determined as provided in the last
sentence of paragraph (b) above) of the Common Stock on the business
day next preceding the day of conversion. If more than one certificate
representing $2,500 Convertible Preferred Stock shall be surrendered
for conversion at one time by the same holder, the number of full
shares issuable upon conversion thereof shall be computed on the basis
of the aggregate number of shares of $2,500 Convertible Preferred Stock
so surrendered.
The Company will pay any and all issue and other taxes
(other than taxes based on income) that may be payable in respect of
any issue or delivery of shares of Common Stock on conversion of $2,500
Convertible Preferred Stock pursuant hereto. The Company shall not,
however, be required to pay any tax which may be payable in respect of
any transfer involved in the issue and delivery of Common Stock in a
name other than that in which the $2,500 Convertible Preferred Stock so
converted was registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the
Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.
8. Effects of Conversion on Capital and Surplus. Upon
conversion of $2,500 Convertible Preferred Stock, the capital
attributable to the Common Stock issued upon such conversion shall be
the aggregate par value thereof, and the stated capital and capital
surplus (capital in excess of par or stated value) of the Company
shall, to the extent permitted by law, be correspondingly increased or
reduced to reflect the difference between the stated value of the
$2,500 Convertible Preferred Stock so converted and the par value of
the Common Stock issued upon conversion. Any shares of $2,500
Convertible Preferred Stock redeemed, purchased or otherwise
reacquired, or surrendered for conversion shall be cancelled and
restored to the status of authorized but unissued shares of Class E
Preferred Stock, but shall not thereafter be issued as shares of $2,500
Convertible Preferred Stock.
9. Voting Rights. Holders of the $2,500 Convertible
Preferred Stock shall have the following voting rights in addition to
any voting rights provided by law or in the Company's Certificate of
Incorporation (as it may be amended from time to time):
(a) At any annual or special meeting of stockholders
at which holders of Common Stock of the Company are
entitled to vote or pursuant to any written consent of
stockholders, each holder of shares of $2,500 Convertible
Preferred Stock shall be entitled to cast 17 votes per
share, voting as a single class with the Common Stock. The
same record date shall be used for all classes of stock
entitled to vote at any such meeting or pursuant to any
such consent.
(b) Whenever (i) dividends on the $2,500 Convertible
Preferred Stock shall be in arrears in an amount equal to
at least six quarterly dividends (whether or not
consecutive), thereafter and until all such dividends shall
have been paid in full or declared and Set Apart for
Payment or (ii) the Company shall have not redeemed shares
of $2,500 Convertible Preferred Stock on the date such
redemption is required pursuant to Sections 5(b) or 5(d)
hereof, thereafter and until such redemption shall have
been performed or all funds necessary therefore Set Apart
for Payment, the holders of the $2,500 Convertible
Preferred Stock, voting separately as a class, will be
entitled to vote for and elect two directors in addition to
then existing board members. Such right of the holders of
$2,500 Convertible Preferred Stock to vote for the election
of such two directors may be exercised at any annual
meeting or at any special meeting called for such purpose
as hereinafter provided or at any adjournment thereof, or
by written consent, until all dividends (or other amounts
payable) in default on such outstanding shares of $2,500
Convertible Preferred Stock shall have been paid in full
(or such dividends or other amounts payable shall have been
declared and funds sufficient therefor Set Apart for
Payment), at which time the term of office of the two
directors so elected shall terminate automatically (subject
to revesting in the event of each and every subsequent
default of the. character specified in the preceding
sentence). So long as such right to' vote continues, the
Secretary of the Company may call, and upon the written
request of the holders of record of 10% of the outstanding
shares of $2,500 Convertible Preferred Stock addressed to
him at the principal office of the Company shall call, a
special meeting of the holders of such shares for. the sole
purpose of the election of such two directors, as provided
herein. Such meeting shall be held not less than 45 nor
more than 90 days after the accrual of such right, at the
place and upon the notice provided by law and in the By-
Laws of the Company for the holding of the meetings of
stockholders. No such special meeting or adjournment
thereof shall be held on a date less than 30 days before an
annual meeting of stockholders or any special meeting in
lieu thereof, provided that at such annual meeting
appropriate provisions are made to allow the holders of the
$2,500 Convertible Preferred Stock to exercise such right
at such meeting. If at any such annual or special meeting
or, any adjournment thereof, the holders of a majority of
the then outstanding shares of $2,500 Convertible Preferred
Stock entitled to vote in such election shall be present or
represented by proxy, or if the holders of a majority of
the outstanding shares of $2,500 Convertible Preferred
Stock shall have acted by written consent in lieu of a
meeting, then the authorized number of directors of the
Company shall be increased by two, and the holders of
$2,500 Convertible Preferred Stock shall be entitled to
elect such two additional directors. The absence of a
quorum of the holders of any other class or series of
capital stock of the Company at any such annual or special
meeting shall not affect the exercise by the holders of the
$2,500 Convertible Preferred Stock of such voting rights.
Directors so elected shall serve until the next annual
meeting or until their successors shall be elected, unless
the term of office of the persons so elected as directors
shall have terminated by virtue of the circumstances set
forth in the second sentence of this Section 9(b). If any
vacancy occurs among the directors so elected by the
holders of $2,500 Convertible Preferred Stock as a class,
the remaining director who shall have been so elected may
appoint a successor to hold office for the unexpired term
of the director whose place shall be vacant, and such
successor shall be deemed to have been elected by the
holders of $2,500 Convertible Preferred Stock. If both
directors so elected by the holders of $2,500 Convertible
Preferred Stock shall cease to serve as directors before
their terms shall expire, the holders of $2,500 Convertible
Preferred Stock then outstanding and entitled to vote for
such directors may, at a special meeting of such holders
called as provided above, or by written consent as
hereinabove provided, elect successors to hold office for
the unexpired terms of the directors whose places shall be
vacant. After the holders of $2,500 Convertible Preferred
Stock shall have exercised their right to elect directors
pursuant to the terms of this Section 9(b), the authorized
number of directors shall not be increased, regardless of
the terms of any Junior Stock, except by a class vote of
the holders of $2,500 Convertible Preferred Stock as
provided above. The rights of holders of $2,500
Convertible Preferred Stock to elect directors pursuant to
the terms of this Section 9(b) shall not be adversely
affected by the voting or other rights applicable to any
other security of the Company.
(c) So long as any shares of $2,500 Convertible
Preferred Stock shall be outstanding and unless the vote or
consent of the holders of a greater number of shares shall
then be required by law, the prior vote or consent of the
holders of at least 66 2/3% of the shares of $2,500
Convertible Preferred Stock at the time outstanding, voting
as a single class, given in person or by proxy, either in
writing or by a vote at a meeting called for the purpose,
shall be necessary for (i) authorizing, effecting or
validating the amendment, alteration or repeal of any of
the provisions of this resolution or the Certificate of
Incorporation of the Company in any way so as to affect
adversely the powers, preferences or rights of $2,500
Convertible Preferred Stock or (ii) issue any shares of
$2,500 Convertible Preferred Stock except as expressly
provided for in the Merger Agreement.
10. No Purchase, Retirement or Sinking Fund. The shares
of $2,500 Convertible Preferred Stock shall not be subject to the
operation of any purchase, retirement or sinking fund.
11. Priority. The Common Stock of the Company, now or
hereafter issued, shall rank junior to the $2,500 Convertible Preferred
Stock as to payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary. The $2,500 Convertible Preferred Stock shall
rank on a parity as to the payment of dividends and distributions of
assets upon liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, with all classes and series of
Preferred Stock of the Company issued and outstanding on the date of
issuance of the $2,500 Convertible Preferred Stock or subsequently
issued, except if subsequently issued stock is stated to be junior by
its terms.
12. Restriction on Junior Payments. For as long as any
shares of $2,500 Convertible Preferred Stock are outstanding, the
Company shall not declare, pay or set apart for payment any dividend or
other distribution in respect of any shares of Junior Stock (other than
dividends payable in Junior Stock), or call for redemption, redeem,
purchase or otherwise acquire for consideration any shares of Junior
Stock (any such transaction being herein called a "Junior Payment")
unless (i) full cumulative dividends on all shares of $2,500
Convertible Preferred Stock for all quarterly dividend periods ending
on or prior to the date of such transaction have been paid, and (ii) if
any such Junior Payment is payable on Junior Securities after any date
on which the Company is required to redeem any Shares pursuant to
Section 5(b) or 5 (d) , the Company shall have redeemed or repurchased
the full number of shares of $2,500 Convertible Preferred Stock
required to be redeemed by section 5(b) or 5(d). In addition,
following the occurrence of a Share Acquisition, a Sale Closing or any
Extraordinary Dividend or Buyback, the Company shall not effect any
Junior Payment until the right of all holders of shares of $2,500
Convertible Preferred Stock to require the Company to repurchase such
shares in respect of such Share Acquisition, Sale Closing or
Extraordinary Dividend or Buyback has expired.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused this
Statement of Resolution to be signed by its Chairman of the Board and Chief
Executive Officer and its Secretary on this 13th day of August, 1990.
CONAGRA, INC.,
A Delaware Corporation
/s/ C. M. HARPER
By:________________________
(Corporate Seal) C. M. Harper
Chairman of the Board and
Attest: Chief Executive Officer
/s/ L. B. THOMAS
________________________________
L. B. Thomas, Secretary
<PAGE>
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is: CONAGRA, INC.
2. The registered office of the corporation within the State
of Delaware is hereby changed to 32 Loockerman Square,
Suite L-100, Dover, Delaware 19901, County of Kent.
3. The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice-Hall Corporation
System, Inc., the business office of which is identical
with the registered office of the corporation as hereby
changed.
4. The corporation has authorized the changes hereinbefore set
forth by resolution of its Board of Directors.
Signed on August 1, 1991.
/s/ JOHN J. DILL
__________________________________
John J. Dill - Vice
President
Attest:
/s/ SUE E. BADBERG
___________________________________
Sue Badberg - Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA,
INC., resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said
corporation declaring said amendments to be advisable and
calling a meeting of the stockholders of said corporation
for consideration thereof. The resolutions setting forth
the proposed amendments are as follows:
"RESOLVED, that the second sentence of ARTICLE VII,
Paragraph (a), of the Certificate of Incorporation of the
corporation be amended to read:
The number of directors of the corporation, not
less than nine (9) nor more than sixteen (16),
shall be fixed from time to time by the By-
Laws.
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES"
be amended in accordance with Exhibit "A" attached hereto
to reflect an increase in the total number of shares which
this corporation shall have authority to issue from
604,000,000 shares to 618,050,000 shares by increasing the
authorized Class E Preferred Stock without par value from
2,500,000 shares to 16,550,000 shares."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware on September 16, 1991 at which
meeting the necessary number of shares as required by
statute were voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with
the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 26th day of September, 1991.
CONAGRA, INC.
/s/ L. B. THOMAS
By__________________________________
L. B. THOMAS
Vice President
Attest:
/s/ SUE E. BADBERG
________________________________
SUE BADBERG,
Assistant Secretary
<PAGE>
Exhibit "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is Six Hundred Eighteen Million Fifty Thousand (618,050,000) shares,
divided into Six Hundred Million (600,000,000) shares of Common Stock of a par
value of Five Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000)
shares of Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per
share; Two Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock
of a par value of One Hundred Dollars ($100.00) per share; One Million One
Hundred Thousand (1,100,000) shares of Class D Preferred Stock without par
value; and Sixteen Million Five Hundred Fifty Thousand (16,550,000) shares of
Class E Preferred Stock, without par value.
The remainder of this Article shall remain unchanged in its
entirety.
<PAGE>
CERTIFICATE OF DESIGNATION
STATEMENT OF RESOLUTIONS ESTABLISHING SERIES
OF CLASS E PREFERRED SHARES OF CONAGRA, INC.
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, ConAgra, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify that the following
resolution providing for the issuance of 14,195,500.08 shares of $25.00
Cumulative Convertible Voting Preferred Stock, Series 1, was adopted by its
Board of Directors pursuant to authority expressly vested in it by the
provisions of the Certification of Incorporation of ConAgra, Inc., as amended.
RESOLVED, that the Board of Directors of ConAgra, Inc., a Delaware
corporation (herein the "Company"), hereby establishes a series of
14,195,500.08 shares of Class E Preferred Stock, without par value, of this
Company which shall constitute the entirety of this series, said shares to be
known as $25.00 Cumulative Convertible Voting Preferred Stock, Series 1, and
shall be subject to the following relative rights and preferences:
1. Designation of Series. The series shall be designated "$25.00
Cumulative Convertible Voting Preferred Stock, Series l" (hereinafter called
"$25.00 Convertible Preferred Stock"). The stated value of each share of
$25.00 Convertible Preferred Stock is $25.00.
2. Number of Shares. The number of shares of $25.00 Convertible
Preferred Stock initially is 14,195,500.08 which number the Board of Directors
may increase or decrease without a vote of stockholders, but not decrease
below the number of shares of the series then outstanding.
3. Dividends. The dividend rate for the $25.00 Convertible
Preferred Stock is $1.6875 per share per annum, payable quarterly, at the rate
of $.421875 per quarter, in cash. Dividends on the $25.00 Convertible
Preferred Stock shall be paid, or declared and a sum sufficient for payment
thereof Set Apart for Payment, before any dividend or distribution in cash or
other property (other than dividends payable in stock ranking junior ("Junior
Stock") to the $25.00 Convertible Preferred Stock as to dividends and upon
liquidation, distribution, dissolution and winding-up) is declared, paid or
Set Apart for Payment on any class or series of Junior Stock. Dividends on
the $25.00 Convertible Preferred Stock shall accrue as if the shares had been
issued on, and shall be cumulative from and after, April 1, 1992. If shares
of these $25.00 Convertible Preferred Stock are exchanged for shares of $2,500
Cumulative Convertible Voting Preferred Stock, Series 1, then with respect to
the shares so exchanged, any dividends accrued, paid, or declared and a sum
sufficient for payment thereof Set Apart for Payment on the $2,500 Cumulative
Convertible Voting Preferred Stock, Series 1 shall be considered accrued, paid
and shall be credited to payment of dividends on the $25.00 Convertible
Preferred Stock. The amount of dividends so payable for any partial period
shall be determined on the basis of twelve 30-day months and a 360-day year.
Dividends paid on the shares of $25.00 Convertible Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata among all such shares then
outstanding. "Set Apart for Payment" shall mean the Company shall have
irrevocably deposited with a bank or trust company having capital and surplus
of at least $100,000,000, in trust for the exclusive benefit of the holders of
$25.00 Convertible Preferred, funds sufficient to satisfy the Company's
payment obligation.
4. Dividend Payment Dates; Record Dates. The dates on which
dividends on the $25.00 Convertible Preferred Stock shall be payable are
January 1, April 1, July 1 and October 1 of each year (or, if any of such days
is not a Business Day, the Business Day next preceding such day). The Board of
Directors may fix a record date for the determination of holders of shares of
$25.00 Convertible Preferred Stock entitled to receive payment of a dividend
declared thereon, which record date shall be no more than 60 days and no less
than 10 days prior to the payment date fixed therefor. For purposes hereof,
"Business Day" shall mean any day, other than a Saturday or Sunday, on which
commercial banks are not authorized or required to close in New York City.
5. Redemption.
(a) Optional Redemption. The $25.00 Convertible Preferred
Stock shall not be redeemable at the option of the Company prior to August 14,
1995 (the "Initial Redemption Date"). From and after August 14, 1995, subject
to the limitation set forth in Section 5(e) below, all or any part of the
$25.00 Convertible Preferred Stock shall be redeemable at the option of the
Company and the redemption prices per share shall be as follows plus an amount
equal to all accrued and unpaid dividends through and including the redemption
date (as defined below):
If Redemption Date Is During Redemption
12-Month Period Beginning On: Price
Initial Redemption Date in:
1995. . . . . . . . . . . . . . . . . . . . . $25.48225
The anniversary of the Initial Redemption
Date in each of the following years:
1996. . . . . . . . . . . . . . . . . . . . . $25.2410
1997 and thereafter . . . . . . . . . . . . . $25.00
In the case of the redemption of a part of the shares of $25.00
Convertible Preferred Stock, the shares to be so redeemed shall be selected
pro rata.
In order to facilitate the redemption of shares of $25.00 Convertible
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of shares of $25.00 Convertible Preferred Stock to be
redeemed not more than 90 days or less than 45 days prior to the redemption
date. Notice of any redemption pursuant to this Section 5 shall be sent, by
prepaid certified mail, at least 45, but not more than 90, days in advance of
the date designated for such redemption (herein called the "redemption date")
to the holders of record of shares of $25.00 Convertible Preferred Stock to be
redeemed at their respective addresses as the same shall appear on the books
of the Company. Each such notice shall state: (1) the redemption date; (2)
the number of shares to be redeemed and, if less than all the shares held by
such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (3) the redemption price; (4) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price; and (5) that dividends on the shares to be redeemed will
cease to accrue after such redemption date. If less than all the shares
represented by any such surrendered certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.
(b) Mandatory Redemption. On August 14, 2002, subject to the
provisions of Section 5(e) hereof, the Company shall call for redemption all
shares of $25.00 Convertible Preferred Stock, by paying therefor in cash
$25.00 per share plus all accrued and unpaid dividends thereon through the
date of payment, such sum being the redemption price. Notice of such
redemption shall be given to the holders of record of $25.00 Convertible
Preferred Stock as provided in the immediately preceding paragraph. On the
date fixed for redemption, and stated in such notice, each holder of $25.00
Convertible Preferred Stock shall surrender such holder's certificate or
certificates at the place designated in such notice and thereupon be entitled
to receive payment of the redemption price.
(c) Payment. The Company shall, on or prior to the date fixed
for redemption of any shares pursuant to Section 5(a) or 5(b), but not earlier
than 45 days prior to the date fixed for redemption, Set Aside for Payment a
sum sufficient to redeem the shares called for redemption, with irrevocable
instructions and authority to the redemption agent to complete the redemption
thereof and to pay such funds to the respective holders of such shares, as
evidenced by a list of such holders certified by an officer of the Company,
upon surrender of their respective share certificates. From and after the
date of such deposit, the shares represented thereby shall no longer be deemed
outstanding, and all rights of the holders of the shares of $25.00 Convertible
Preferred Stock called for redemption, as stockholders of the Company with
respect to such shares, shall cease and terminate, except that their right to
receive the redemption price, without interest, upon the surrender of their
respective certificates shall never cease, their right to convert their shares
into Common Stock as provided herein shall not cease until the close of
business on the day prior to the redemption date and their right to receive
dividends and distributions shall not cease until the close of business on the
redemption date. In case the holders of any shares shall not, within one year
after such deposit, claim the amount deposited for redemption thereof, the
redemption agent shall, upon demand, pay over to the Company the balance of
such amount so deposited. Thereupon, such redemption agent shall be relieved
of all responsibility to the holders thereof and the sole right of such
holders shall be as general creditors of the Company. To the extent that
shares of $25.00 Convertible Preferred Stock called for redemption are
converted into Common Stock prior to the date fixed for redemption, the amount
deposited by the Company to redeem such shares shall immediately be returned
to the Company. Any interest accrued on any funds so deposited shall belong
to the Company, and shall be paid to it from time to time on demand.
(d) Redemption at Option of Holders. In the event that (i) (a)
any person (with the defined meaning as used in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the Common Stock of the Company outstanding after giving effect to
such acquisition, or securities constituting more than 50% of the total voting
power of the Company after giving effect to such acquisition (a "Share
Acquisition"), or (ii) the Company sells or otherwise disposes of all or
substantially all of its assets ("Extraordinary Asset Sale"), or (iii) an
"Extraordinary Dividend or Buyback" (as hereinafter defined) occurs, each
holder of $25.00 Convertible Preferred Stock, subject to the conditions of
this Section 5(d) and Section 5(e) below, shall have the option to require the
Company to redeem all, but not less than all, of the $25.00 Convertible
Preferred Stock owned by such holder at $25.00 per share plus accrued and
unpaid dividends thereon, whether or not declared, through the redemption
date.
The Company shall not cause an Extraordinary Dividend or Buyback to
occur, or permit an Extraordinary Asset Sale, unless, prior to the occurrence
of any thereof, the Company takes all such actions, if any, required by its
Certificate of Incorporation, including Article XVIII thereof, if applicable,
to permit the Company to redeem the $25.00 Convertible Preferred Stock in
accordance with the applicable provisions of this Section 5.
For purposes of this Section 5(d), and "Extraordinary Dividend or
Buyback" shall occur if the Company shall, in one transaction or a series of
related transactions following August 14, 1990, pay or effect a dividend or
distribution in respect of its Common Stock (other than a dividend payable
solely in Common Stock or rights to acquire Common Stock of the Company or a
regular quarterly cash dividend on the Common Stock), or shall repurchase,
redeem, retire, exchange or otherwise acquire for value any of its Common
Stock (other than solely from any wholly-owned subsidiary and other than
solely for Common Stock or rights to acquire Common Stock of the Company) if
the sum of the cash and the "Fair Market Value" (as hereinafter defined) of
the securities and assets paid or distributed in connection therewith
(determined on the record date for each such dividend or distribution or the
effective date for each such purchase, redemption, retirement, exchange or
other acquisition) exceeds 30% of the aggregate Fair Market Value of all
Common Stock of the Company outstanding on the record date for the latest such
dividend or distribution or the effective date for the latest such purchase,
redemption, retirement, exchange or other acquisition (determined on such
record or effective dates).
"Fair Market Value" shall mean (i) as to securities which are publicly
traded, the average of the daily closing prices (based on the 4:30 p.m., New
York time, NYSE Composite Transactions closing price on the applicable date)
of such securities for the fifteen consecutive trading days immediately
preceding the date of determination and (ii) as to securities which are not
publicly traded or any other property, the fair value thereof as determined in
good faith by the Board of Directors of the Company or a duly authorized
committee thereof, which determination shall be conclusive.
In the event of any Share Acquisition or Extraordinary Dividend or
Buyback, the Company shall, at the close of business on the redemption date
after the Share Acquisition or Extraordinary Dividend or Buyback, upon the
written demand of any record holder of $25.00 Convertible Preferred Stock who
so requests, redeem all of the $25.00 Convertible Preferred Stock owned by
such holder at $25.00 per share plus accrued and unpaid dividends through such
redemption date. Within five business days following any Extraordinary
Dividend or Buyback and within five business days after the Company has
knowledge that any such Share Acquisition has occurred, it shall mail to each
record holder of $25.00 Convertible Preferred Stock a form of written demand
to be used by such holder to exercise his right of redemption (a "Demand
Form") and a notice which shall disclose the occurrence of the Share
Acquisition or Extraordinary Dividend or Buyback, as the case may be, a
description in reasonable detail of the terms of such Share Acquisition or
Extraordinary Dividend or Buyback, and the right of such holder to require the
Company to redeem such $25.00 Convertible Preferred Stock pursuant to this
Section 5(d) and shall state the redemption date, the redemption price, the
place or places of payment, that payment will be made upon presentation and
surrender of the shares of $25.00 Convertible Preferred Stock and the date
(which must be at least 30 days after the notice is mailed to the
stockholders) by which such holder must notify the Company if it elects to
require the Company to make such redemption. Each record holder of $25.00
Convertible Preferred Stock which elects to require the Company to redeem on
the redemption date all of the $25.00 Convertible Preferred Stock which such
holder owns shall deliver to the Company not later than the redemption date a
completed Demand Form relating to the $25.00 Convertible Preferred Stock to be
redeemed. The term "redemption date", as used in connection with a redemption
resulting from a Share Acquisition or an Extraordinary Dividend or Buyback,
shall mean the close of business of the 45th day after the date of the
Extraordinary Dividend or Buyback or the date the Company has knowledge that
Share Acquisition has occurred, or, if such date is not a Business Day, the
next Business Day after such 45th day.
In the event of any sale of assets described in the first paragraph of
this Section 5(d), the Company shall, immediately prior to the effectiveness
of such sale ("Sale Closing"), upon the demand of any record holder of $25.00
Convertible Preferred Stock which so requests, redeem all of the $25.00
Convertible Preferred Stock owned by each such holder at $25.00 per share plus
accrued and unpaid dividends through the date on which such Sale Closing
occurs. Not later than 35 days prior to the effectiveness of any such Sale
Closing, the Company shall mail by certified or registered mail to each record
holder of $25.00 Convertible Preferred Stock a Demand Form and a notice which
shall disclose such Sale Closing, describe in reasonable detail the terms of
the related asset sale, and the right of such holder of $25.00 Convertible
Preferred Stock to require the Company to redeem such $25.00 Convertible
Preferred Stock pursuant to this Section 5(d), and shall state the anticipated
redemption date, the redemption price, the place or places that payment will
be made upon presentation and surrender of shares of $25.00 Convertible
Preferred Stock and the date (which must be at least 30 days after the notice
is mailed to the stockholders) by which such holder must notify the Company if
it elects to require the Company to make such redemption. Each record holder
of $25.00 Convertible Preferred Stock which elects to require the Company to
redeem on the redemption date all of the $25.00 Preferred Stock which it owns
must submit to the Company not later than the close of business on the
redemption date a completed Demand Form relating to the $25.00 Convertible
Preferred Stock to be redeemed. The term "redemption date", as used in
connection with a redemption upon the occurrence of a Sale Closing shall mean
the day on which the Sale Closing occurs.
Any notice by the Company which is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of
$25.00 Convertible Preferred Stock receives such notice; and failure to give
such notice by mail, or any defect in such notice, to the holders of any
shares shall not affect the validity of the proceedings for the redemption of
any other shares of $25.00 Convertible Preferred Stock. An election by a
holder of $25.00 Convertible Preferred Stock to have the Company redeem such
stock pursuant to this Section 5(d) shall become irrevocable on the relevant
redemption date. On or after the date fixed for redemption as stated in any
notice delivered by the Company, each holder of the shares called for
redemption shall surrender the certificates evidencing such shares to the
Company at the place designated in such notice and shall thereupon be entitled
to receive payment of the relevant redemption price in accordance with the
terms of this Section 5(d). If any such certificates shall be so surrendered
in connection with a redemption required to be made as a result of any Sale
Closing and for whatever reason such Sale Closing will not become effective,
then the Company shall cause such certificates to be returned promptly to the
respective holders thereof by registered mail or other secure means.
If, on the date fixed for redemption under any provision of this Section
5(d), funds necessary for the redemption shall have been Set Aside for
Payment, then in the case of any shares of $25.00 Convertible Preferred Stock
to be redeemed as a result of an Extraordinary Dividend or Buyback, a Sale
Closing or a Share Acquisition, after the close of business on the redemption
date, notwithstanding that the certificates evidencing any shares which the
holders thereof had elected to have redeemed shall not have been surrendered,
dividends with respect to such shares shall cease to accrue, such shares shall
no longer be deemed outstanding, the holders thereof shall cease to be
stockholders, and all rights whatsoever with respect to such shares (except
the right of the holders to receive the relevant redemption price without
interest upon surrender of their certificates therefor) shall terminate.
Shares of $25.00 Convertible Preferred Stock redeemed by the Company shall be
restored to the status of authorized but unissued shares of Class E Preferred
Stock of the Company, pursuant to the General Corporation Law of the State of
Delaware without designation as to series, and may thereafter be reissued, but
not as shares of $25.00 Convertible Preferred Stock.
Any redemption payment required to be made pursuant to Section 5(b) or
5(d) shall be paid, or a sum sufficient for payment thereof Set Apart for
Payment, before any dividend or distribution in cash or other property (other
than dividends payable in Junior Stock) is declared, paid or Set Apart for
Payment on any class or series of Junior Stock.
(e) Prior Approvals. On or before the redemption date for any
redemption of the $25.00 Convertible Preferred Stock pursuant to the
provisions of this Section 5, the Company will take such actions, if any,
required to be taken by the Company by its Certificate of Incorporation,
including Article XVIII thereof, to permit the Company to redeem the $25.00
Convertible Preferred Stock in accordance with the applicable provisions of
this Section 5.
6. Liquidation Rights. Upon the liquidation, dissolution or winding
up of the affairs (a "Liquidation") of the Company, whether voluntary or
involuntary, the holders of shares of the $25.00 Convertible Preferred Stock
shall be entitled to receive $25.00 per share plus in each case an amount
equal to all accrued and unpaid dividends thereon (whether or not declared)
before any payment or distribution of the assets of the Company, or proceeds
thereof (whether capital or surplus), shall be made to or set apart for the
holders of Junior Stock. If, upon any Liquidation of the Company, the Assets
available for distribution to the holders of $25.00 Convertible Preferred
Stock and any other stock of the Company ranking on a parity with the $25.00
Convertible Preferred Stock upon Liquidation shall be insufficient to pay the
holders of all outstanding shares of $25.00 Convertible Preferred Stock and
all other such parity stock the full amounts (including all dividends accrued
and unpaid) to which they shall be entitled, then such assets or the proceeds
therefrom shall be distributed among such holders ratably in proportion to the
full amount to which they are otherwise entitled.
7. Conversion. The shares of $25.00 Convertible Preferred Stock
shall be convertible, at the option of the holders thereof, at any time at the
principal Company office located in Omaha, Nebraska, or at the offices of such
duly appointed transfer agents for the $25.00 Convertible Preferred Stock, if
any, as the Board of Directors of the Company may determine, into fully paid
and non-assessable shares (calculated to the nearest 1/10,000 of a share) of
Common Stock of the Company at the rate of 1.017728 shares of Common Stock for
each share of $25.00 Convertible Preferred Stock, provided, however, that in
case of the redemption of any shares of $25.00 Convertible Preferred Stock,
such right of conversion shall cease and terminate, as to the shares called
for redemption, at the close of business on the day prior to the date fixed
for redemption, unless default shall be made in the payment of the redemption
price. The rate at which shares of Common Stock shall be deliverable in
exchange for shares of $25.00 Convertible Preferred Stock upon conversion
thereof is hereinafter referred to as the "conversion rate." The conversion
rate shall be subject to adjustment from time to time in certain instances as
hereinafter provided, except that no adjustment shall be made unless by reason
of the happening of any one or more of the events hereinafter specified, the
conversion rate then in effect shall be changed by 1% or more, but any
adjustment of less than 1% that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together with
any subsequent adjustment which, together with adjustment or adjustments so
carried forward, amounts to 1% or more, provided that such adjustment shall be
made in all events (regardless of whether or not the amount thereof or the
cumulative amount thereof amounts to 1% or more) upon the happening of one or
more of the events specified in either paragraph (a) or paragraph (d) of this
Section 7. Each adjustment in the conversion rate shall be rounded to the
nearest four decimal places. Upon conversion the holder shall be entitled to
receive an amount in cash equal to all dividends accrued and unpaid on the
$25.00 Convertible Preferred Stock surrendered for conversion to the
conversion date.
Before any holder of $25.00 Convertible Preferred Stock shall be
entitled to convert the same into Common Stock, he shall surrender the
certificate or certificates for such $25.00 Convertible Preferred Stock at the
principal office of the Company in Omaha, Nebraska, or at the office of any
transfer agent appointed as aforesaid, which certificate or certificates, if
the Company shall so request, shall be duly endorsed to the Company or in
blank, and shall complete the form printed on such certificate or certificates
indicating his election to convert such shares or otherwise give written
notice to the Company that he elects so to convert said $25.00 Convertible
Preferred Stock, and shall state in writing therein the name or names in which
he wishes the certificate or certificates for Common Stock to be issued.
The Company will, as soon as practicable after such surrender of
certificates for $25.00 Convertible Preferred Stock accompanied by the written
notice and the statement above prescribed, issue and deliver at the principal
office of the Company in Omaha, Nebraska, or at the office of any transfer
agent appointed as aforesaid, to the person for whose account such $25.00
Convertible Preferred Stock was so surrendered, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall
be entitled as aforesaid, together with a cash adjustment (based on the 4:30
p.m., New York time, NYSE Composite transactions closing price on the
conversion date) for any fraction of a share as hereinafter stated, if not
evenly convertible. Subject to the following provisions of this paragraph,
such conversion shall be deemed to have been made as of the date of such
surrender of the $25.00 Convertible Preferred Stock to be converted, and the
person or persons entitled to receive the Common Stock issuable upon
conversion of such $25.00 Convertible Preferred Stock shall be treated for all
purposes as the record holder or holders of such Common Stock on such date.
The Company shall not be required to convert, and no surrender of $25.00
Convertible Preferred Stock shall be effective for that purpose, while the
stock transfer books of the Company are closed for any purpose; but the
surrender of $25.00 Convertible Preferred Stock for conversion during any
period while such books are closed shall become effective for conversion
immediately upon the reopening of such books, as if the conversion had been
made on the date such $25.00 Convertible Preferred Stock was surrendered, and
at the conversion rate in effect at the date of such surrender. The
conversion rate for the $25.00 Convertible Preferred Stock shall be subject to
adjustment from time to time as follows:
(a) If the Company shall at any time or from time to time pay a
dividend or make a distribution on its Common Stock in Common Stock,
subdivide its outstanding shares of Common Stock into a larger number of
shares or combine its outstanding shares of Common Stock into a smaller
number of shares, the conversion rate in effect immediately prior
thereto shall be adjusted so that each share of $25.00 Convertible
Preferred Stock shall thereafter be convertible into the number of
shares of Common Stock which the holder of a share of $25.00 Convertible
Preferred Stock would have been entitled to receive after the happening
of any of the events described above had such share been converted
immediately prior to the happening of such event. An adjustment made
pursuant to this paragraph (a) shall become effective retroactively to
the record date in the case of a dividend and shall become effective on
the effective date in the case of a subdivision or combination.
(b) If an event occurs pursuant to which Rights ("Rights"),
issued pursuant to the Rights Agreement dated July 10, 1986, between the
Company and Manufacturers Hanover Trust Company, as Rights agent, or any
amendment, supplement or substitution thereof (the "Rights Plan") detach
and become separable from the Common Stock, and following such event any
holder of the Rights surrenders the Rights Certificate (as defined in
the Rights Plan) and purchases shares of Common Stock in accordance with
such Rights Plan at a price per share less than the average market price
per share (determined as provided below) of the Common Stock on the date
such Right is surrendered and such shares purchased ("Exercise Date"),
then in each such case, except in the case of a holder who is an
Acquiring Person (as defined in the Rights Plan), the conversion rate
shall be adjusted so that the same shall equal the rate determined by
multiplying the conversion rate in effect immediately prior to the
Exercise Date by a fraction the numerator of which shall be the sum of
the number of shares of Common Stock outstanding immediately prior to
such Exercise Date plus the number of additional shares of Common Stock
so issued pursuant to such Rights Plan, and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding
immediately prior to such Exercise Date plus the number of shares of
Common Stock which the aggregate price of the total number of shares so
issued pursuant to such Rights Plan would purchase at such average
market price. For the purposes of this paragraph (b), the number of
shares of Common Stock at any time outstanding shall not include shares
held in the treasury of the Company.
For the purpose of any computation under this Section 7, the
average market price per share of Common Stock on any date shall be the
average of the daily closing prices (based on the 4:30 p.m., New York
time, NYSE Composite transactions closing price on the applicable date,
or the closing price on such other exchange as may constitute the
principal trading market for the Common Stock, or the last quoted bid
price in the over-the-counter market if the Common Stock is not listed
on an exchange and is so traded) for the fifteen (15) consecutive
trading days commencing twenty (20) trading days before the earlier of
the date in question and the trading day before the "ex date", if any,
with respect to the issuance or distribution requiring such computation;
provided that if the Common Stock is not listed on an exchange or traded
in the over-the-counter market, the average market price shall be the
fair market value as determined in good faith by the Board of Directors
or any duly authorized committee. The term "ex date", when used with
respect to any issuance or distribution, means the first trading day on
which the Common Stock trades in the market from which the closing price
is then to be determined.
(c) If the Company shall distribute to all holders or Common
Stock (i) any rights or warrants to subscribe for or purchase any
security of the Company (other than those referred to in paragraph (b)
above) or any evidence of indebtedness or other securities of the
Company (other than Common Stock), or (ii) cash or other assets (other
than regular quarterly dividends payable solely in cash that may from
time to time be fixed by the Board of Directors of the Company), then in
each such case the conversion rate shall be adjusted so that the same
shall equal the rate determined by multiplying the conversion rate in
effect on the day immediately preceding the record date for the
determination of the stockholders entitled to receive such distribution
by a fraction the numerator of which shall be the average market price
per share (determined as provided in paragraph (b) above) of the Common
Stock on such record date and the denominator of which shall be such
average market price per share less the then fair market value (as
determined in good faith by the Board of Directors of the Company or a
duly authorized committee thereof, which determination shall be
conclusive) of the portion of the cash or other assets, rights,
warrants, evidences of indebtedness or other securities so distributed
applicable to one (1) share of Common Stock. Such adjustment shall
become effective retroactively immediately after the record date.
(d) In case of any capital reorganization or any
reclassification of the capital stock of the Company or in case of the
consolidation or merger of the Company with or into any other person
(other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common
Stock) or in case of any sale or conveyance of all or substantially all
of the assets of the Company, the person formed by such consolidation or
resulting from such capital reorganization, reclassification or merger
or which acquires such assets, as the case may be, shall make provision
in the articles or certificate of incorporation of such person such that
each share of $25.00 Convertible Preferred Stock shall thereafter be
convertible, subject to further adjustment as provided in subparagraph
(e) below, into the kind and amount of shares of stock, other
securities, cash and other property receivable upon such capital
reorganization, reclassification of capital stock, consolidation,
merger, sale or conveyance, as the case may be, by a holder of the
number of shares of Common Stock into which such share of $25.00
Convertible Preferred Stock was convertible immediately prior to such
capital reorganization, reclassification of capital stock,
consolidation, merger, sale or conveyance.
(e) In the event that at any time, as a result of any
adjustment made pursuant to subparagraphs (a) to (d) above, the holder
of any $25.00 Convertible Preferred Stock thereafter surrendered for
conversion shall become entitled to receive any securities of the
Company or any other person other than shares of Common Stock, the
number and type of such other securities so receivable upon conversion
of any share of $25.00 Convertible Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained in subparagraphs
(a) to (d) above, with respect to the Common Stock.
(f) Whenever the conversion rate is adjusted as provided in
this Section 7, the Company shall forthwith file with any transfer agent
for the $25.00 Convertible Preferred Stock appointed as aforesaid a
certificate signed by the President or one of the Vice Presidents of the
Company and by its Treasurer or an Assistant Treasurer, stating the
adjusted conversion rate determined as provided in this Section 7. Such
certificate shall show in detail the facts requiring such adjustment.
Whenever the conversion rate is adjusted, the Company will forthwith
cause a notice stating the adjustment and the adjusted conversion rate
to be mailed to the respective holders of record of $25.00 Convertible
Preferred Stock. Such transfer agent shall be under no duty to make any
inquiry or investigation as to the statements contained in any such
certificate or as to the manner in which any computation was made, but
may accept such certificate as conclusive evidence of the statements
therein contained, and each transfer agent shall be fully protected by
the Company with respect to any and all acts done or action taken or
suffered by it in reliance thereon. No transfer agent in its capacity
as transfer agent shall be deemed to have any knowledge with respect to
any change of capital structure of the Company unless and until it
receives a notice thereof pursuant to the provisions of this paragraph
(f) and in default of any such notice each transfer agent may
conclusively assume that there has been no such change.
The Company shall at all times reserve and keep available, out of
its authorized and unissued Common Stock, solely for the purpose of
effecting the conversion of the $25.00 Convertible Preferred Stock, such
number of shares as shall from time to time be sufficient to effect the
conversion of all shares of $25.00 Convertible Preferred Stock from time
to time outstanding. The Company shall from time to time, in accordance
with the laws of Delaware, increase the authorized amount of its Common
Stock if at any time the number of shares of Common Stock remaining
unissued shall not be sufficient to permit the conversion of all the
then outstanding $25.00 Convertible Preferred Stock.
No fractions of shares of Common Stock are to be issued upon
conversion, but in lieu thereof the Company will pay therefor in cash
based on the closing price (determined as provided in the last sentence
of paragraph (b) above) of the Common Stock on the business day next
preceding the day of conversion. If more than one certificate
representing $25.00 Convertible Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares
issuable upon conversion thereof shall be computed on the basis of the
aggregate number of shares of $25.00 Convertible Preferred Stock so
surrendered.
The Company will pay any and all issue and other taxes (other
than taxes based on income) that may be payable in respect of any issue
or delivery of shares of Common Stock on conversion of $25.00
Convertible Preferred Stock pursuant hereto. The Company shall not,
however, be required to pay any tax which may be payable in respect of
any transfer involved in the issue and delivery of Common Stock in a
name other than that in which the $25.00 Convertible Preferred Stock so
converted was registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the
Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.
8. Effects of Conversion on Capital and Surplus. Upon conversion of
$25.00 Convertible Preferred Stock, the capital attributable to the Common
Stock issued upon such conversion shall be the aggregate par value thereof,
and the stated capital and capital surplus (capital in excess of par or stated
value) of the Company shall, to the extent permitted by law, be
correspondingly increased or reduced to reflect the difference between the
stated value of the $25.00 Convertible Preferred Stock so converted and the
par value of the Common Stock issued upon conversion. Any shares of $25.00
Convertible Preferred Stock redeemed, purchased or otherwise reacquired, or
surrendered for conversion shall be cancelled and restored to the status of
authorized but unissued shares of Class E Preferred Stock, but shall not
thereafter be issued as shares of $25.00 Convertible Preferred Stock.
9. Voting Rights. Holders of the $25.00 Convertible Preferred Stock
shall have the following voting rights in addition to any voting rights
provided by law or in the Company's Certificate of Incorporation (as it may be
amended from time to time):
(a) At any annual or special meeting of stockholders at which
holders of Common Stock of the Company are entitled to vote or pursuant
to any written consent of stockholders, each holder of shares of $25.00
Convertible Preferred Stock shall be entitled to cast .17 votes per
share, voting as a single class with the Common Stock. The same record
date shall be used for all classes of stock entitled to vote at any such
meeting or pursuant to any such consent.
(b) Whenever (i) dividends on the $25.00 Convertible Preferred
Stock shall be in arrears in an amount equal to at least six quarterly
dividends (whether or not consecutive), thereafter and until all such
dividends shall have been paid in full or declared and Set Apart for
Payment or (ii) the Company shall have not redeemed shares of $25.00
Convertible Preferred Stock on the date such redemption is required
pursuant to Sections 5(b) or 5(d) hereof, thereafter and until such
redemption shall have been performed or all funds necessary therefore
Set Apart for Payment, the holders of the $25.00 Convertible Preferred
Stock, voting separately as a class, will be entitled to vote for and
elect two directors in addition to then existing board members. Such
right of the holders of $25.00 Convertible Preferred Stock to vote for
the election of such two directors may be exercised at any annual
meeting or at any special meeting called for such purpose as hereinafter
provided or at any adjournment thereof, or by written consent, until all
dividends (or other amounts payable) in default on such outstanding
shares of $25.00 Convertible Preferred Stock shall have been paid in
full (or such dividends or other amounts payable shall have been
declared and funds sufficient therefor Set Apart for Payment), at which
time the term of office of the two directors so elected shall terminate
automatically (subject to revesting in the event of each and every
subsequent default of the character specified in the preceding
sentence). So long as such right to vote continues, the Secretary of
the Company may call, and upon the written request of the holders of
record of 10% of the outstanding shares of $25.00 Convertible Preferred
Stock addressed to him at the principal office of the Company shall
call, a special meeting of the holders of such shares for the sole
purpose of the election of such two directors, as provided herein. Such
meeting shall be held not less than 45 nor more then 90 days after the
accrual of such right, at the place and upon the notice provided by law
and in the By-Laws of the Company for the holding of the meetings of
stockholders. No such special meeting or adjournment thereof shall be
held on a date less than 30 days before an annual meeting of
stockholders or any special meeting in lieu thereof, provided that at
such annual meeting appropriate provisions are made to allow the holders
of the $25.00 Convertible Preferred Stock to exercise such right at such
meeting. If at any such annual or special meeting or, any adjournment
thereof, the holders of a majority of the then outstanding shares of
$25.00 Convertible Preferred Stock entitled to vote in such election
shall be present or represented by proxy, or if the holders of a
majority of the outstanding shares of $25.00 Convertible Preferred Stock
shall have acted by written consent in lieu of a meeting, then the
authorized number of directors of the Company shall be increased by two,
and the holders of $25.00 Convertible Preferred Stock shall be entitled
to elect such two additional directors. The absence of a quorum of the
holders of any other class or series of capital stock of the Company at
any such annual or special meeting shall not affect the exercise by the
holders of the $25.00 Convertible Preferred Stock of such voting rights.
Directors so elected shall serve until the next annual meeting or until
their successors shall be elected, unless the term of office of the
persons so elected as directors shall have terminated by virtue of the
circumstances set forth in the second sentence of this Section 9(b). If
any vacancy occurs among the directors so elected by the holders of
$25.00 Convertible Preferred Stock as a class, the remaining director
who shall have been so elected may appoint a successor to hold office
for the unexpired term of the director whose place shall be vacant, and
such successor shall be deemed to have been elected by the holders of
$25.00 Convertible Preferred Stock. If both directors so elected by the
holders of $25.00 Convertible Preferred Stock shall cease to serve as
directors before their terms shall expire, the holders of $25.00
Convertible Preferred Stock then outstanding and entitled to vote for
such directors may, at a special meeting of such holders called as
provided above, or by written consent as hereinabove provided, elect
successors to hold office for the unexpired terms of the directors whose
places shall be vacant. After the holders of $25.00 Convertible
Preferred Stock shall have exercised their right to elect directors
pursuant to the terms of this Section 9(b), the authorized number of
directors shall not be increased, regardless of the terms of any Junior
Stock, except by a class vote of the holders of $25.00 Convertible
Preferred Stock as provided above. The rights of holders of $25.00
Convertible Preferred Stock to elect directors pursuant to the terms of
this Section 9(b) shall not be adversely affected by the voting or other
rights applicable to any other security of the Company.
(c) So long as any shares of $25.00 Convertible Preferred Stock
shall be outstanding and unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the prior vote
or consent of the holders of at least 66 2/3% of the shares of $25.00
Convertible Preferred Stock at the time outstanding, voting as a single
class, given in person or by proxy, either in writing or by a vote at a
meeting called for the purpose, shall be necessary for (i) authorizing,
effecting or validating the amendment, alteration or repeal of any of
the provisions of this resolution or the Certificate of Incorporation of
the Company in any way so as to affect adversely the powers, preferences
or rights of $25.00 Convertible Preferred Stock or (ii) issuing any
shares of $25.00 Convertible Preferred Stock except in exchange for the
$2,500 Preferred Stock outstanding on the date hereof.
10. No Purchase, Retirement or Sinking Fund. The shares of $25.00
Convertible Preferred Stock shall not be subject to the operation of any
purchase, retirement or sinking fund.
11. Priority. The Common Stock of the Company, now or hereafter
issued, shall rank junior to the $25.00 Convertible Preferred Stock as to
payment of dividends and as to distributions of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary.
The $25.00 Convertible Preferred Stock shall rank on a parity as to the
payment of dividends and distributions of assets upon liquidation, dissolution
or winding-up of the Company, whether voluntary or involuntary, with all
classes and series of Preferred Stock of the Company issued and outstanding on
the date of issuance of the $25.00 Convertible Preferred Stock or subsequently
issued, except if subsequently issued stock is stated to be junior by its
terms.
12. Restriction on Junior Payments. For as long as any shares of
$25.00 Convertible Preferred Stock are outstanding, the Company shall not
declare, pay or set apart for payment any dividend or other distribution in
respect of any shares of Junior Stock (other than dividends payable in Junior
Stock, or call for redemption, redeem, purchase or otherwise acquire for
consideration any shares of Junior Stock (any such transaction being herein
called a "Junior Payment") unless (i) full cumulative dividends on all shares
of $25.00 Convertible Preferred Stock for all quarterly dividend periods
ending on or prior to the date of such transaction have been paid, and (ii) if
any such Junior Payment is payable on Junior Securities after any date on
which the Company is required to redeem any Shares pursuant to Section 5(b) or
5 (d), the Company shall have redeemed or repurchased the full number of
shares of $25.00 Convertible Preferred Stock required to be redeemed by
Section 5(b) or 5(d). In addition, following the occurrence of a Share
Acquisition, a Sale Closing or any Extraordinary Dividend or Buyback, the
Company shall not effect any Junior Payment until the right of all holders of
shares of $25.00 Convertible Preferred Stock to require the Company to
repurchase such shares in respect of such Share Acquisition, Sale Closing or
Extraordinary Dividend or Buyback has expired.
IN WITNESS WHEREOF, ConAgra, Inc., a Delaware corporation, caused this
Statement of Resolution to be signed by its Chairman of the Board and Chief
Executive Officer and its Secretary on this 6th day of May, 1992.
CONAGRA, INC.
A Delaware Corporation
/s/ C. M. HARPER
By:____________________________
(Corporate Seal) C. M. Harper
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ L. B. THOMAS
__________________________________
L. B. Thomas, Secretary
<PAGE>
CERTIFICATE OF ELIMINATION
OF STATEMENT OF RESOLUTIONS
OF CONAGRA, INC.
ConAgra, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: On August 14, 1990, a Statement of Resolutions Establishing
Series of Class E Preferred Shares of ConAgra, Inc.
("Statement of Resolutions") was filed in the office of the
Delaware Secretary of State providing for the establishment
of a series of 141,955.0008 shares of Class E Preferred
Stock known as the $2,500 Cumulative Convertible Voting
Preferred Stock, Series 1 (hereinafter sometimes the
"$2,500 Preferred Stock").
SECOND: At a meeting of the Board of Directors of ConAgra, Inc.
held on July 9, 1992, the following resolutions were duly
adopted:
RESOLVED, that no shares of $2,500 Cumulative Convertible
Voting Preferred Stock, Series 1 (hereinafter the "$2,500
Preferred Stock") are outstanding, and none will be issued
subject to the Statement of Resolutions previously filed
with respect to such $2,500 Preferred Stock. Such
Statement of Resolutions Establishing the $2,500 Preferred
Stock of ConAgra, Inc. shall, therefore, be eliminated from
the Certificate of Incorporation in accordance with Section
151(g) of the Delaware General Corporation Law and the
$2,500 Preferred Stock shall resume the status of
authorized but unissued Class E Preferred Stock.
THIRD: Pursuant to Section 151(g) of the Delaware General
Corporation Law, the Statement of Resolutions establishing
the $2,500 Cumulative Convertible Voting Preferred Stock,
Series 1, is hereby eliminated and the shares authorized
thereby shall resume the status of authorized but unissued
Class E Preferred Stock.
FOURTH: The resolutions and amendments hereby were duly adopted in
accordance with the provisions of Section 151(g) of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, ConAgra, Inc. has caused this certificate to be
signed by L. B. Thomas, its Senior Vice President Finance, and attested to by
Sue E. Badberg, its Assistant Secretary, this 9th day of July, 1992.
CONAGRA, INC.
/s/ L. B. THOMAS
By:________________________
L. B. Thomas, Senior Vice
President Finance
ATTEST:
/s/ SUE E. BADBERG
______________________________
SUE E. BADBERG, Assistant
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA,
INC., a resolution was duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of
said corporation declaring said amendment to be advisable
and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES"
be amended in accordance with Exhibit "A" attached hereto
to reflect an increase in the total number of shares which
this corporation shall have authority to issue from
618,050,000 shares to 1,218,050,000 shares by increasing
the authorized Common Stock of a par value of Five Dollars
($5.00) from 600,000,000 shares to 1,200,000,000."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware on September 22, 1992 at which
meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 16th day of September, 1992.
CONAGRA, INC.
/s/ L. B. THOMAS
By__________________________________
L. B. THOMAS
Vice President
Attest:
/s/ SUE BADBERG
________________________________
SUE BADBERG,
Assistant Secretary
<PAGE>
Exhibit "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is One Billion Two Hundred Eighteen Million Fifty Thousand
(1,218,050,000) shares, divided into One Billion Two Hundred Million
(1,200,000,000) shares of Common Stock of a par value of Five Dollars ($5.00)
per share; One Hundred Fifty Thousand (150,000) shares of Class B Preferred
Stock of a par value of Fifty Dollars ($50.00) per share; Two Hundred Fifty
Thousand (250,000) shares of Class C Preferred Stock of a par value of One
Hundred Dollars ($100.00) per share; One Million One Hundred Thousand
(1,100,000) shares of Class D Preferred Stock without par value; and Sixteen
Million Five Hundred Thousand (16,500,000) shares of Class E Preferred Stock,
without par value.
The remainder of this Article shall remain unchanged in its
entirety.
<PAGE>
CERTIFICATE OF ELIMINATION
OF STATEMENTS OF RESOLUTIONS AND CERTIFICATES OF DESIGNATION
FOR CERTAIN SERIES OF CLASS B, CLASS C AND CLASS E PREFERRED STOCK
OF CONAGRA, INC.
UNDER SECTION 151(g) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
ConAgra, Inc., a Delaware corporation (hereinafter referred to as the
"Corporation"), does hereby certify that the following resolutions were duly
adopted by the Corporation's Board of Directors:
"WHEREAS, by reason of conversion or redemption, no shares
of the Corporation's Series 1, 2, 3, 4, 5, 6 or 7 Class B
Preferred Stock (the "Prior Series Class B Preferred Stock"),
Series 1, 2 or 3 Class C Preferred Stock (the "Prior Series Class
C Preferred Stock") or the $2,500 Class E Cumulative Convertible
Voting Preferred Stock or $25 Class E Cumulative Convertible
Voting Preferred Stock (the "Prior Series Class E Preferred
Stock") remain outstanding, it is hereby:
"RESOLVED, that no additional shares of the Prior Series
Class B Preferred Stock, Prior Series Class C Preferred Stock or
Prior Series Class E Preferred Stock will be issued pursuant to
the terms of the Certificates of Designation or Statements of
Resolution of each such series of Preferred Stock;
"FURTHER RESOLVED, that the officers of the Corporation are
duly authorized to file a certificate with the Secretary of State
of Delaware eliminating from the Certificate of Incorporation all
matters set forth in each Certificate of Designation or Statement
of Resolution for the Prior Series Class B Preferred Stock, Prior
Series Class C Preferred Stock and Prior Series Class E Preferred
Stock in respect of each such series of such Preferred Stock."
Upon the effective date of the filing of this Certificate, there shall
be eliminated from the Certificate of Incorporation all matters set forth in
the Certificates of Designation or Statements of Resolution, with respect to
the Prior Series Class B Preferred Stock, Prior Series Class C Preferred Stock
and Prior Series Class E Preferred Stock, in respect of each such series of
such Preferred Stock.
IN WITNESS WHEREOF, ConAgra, Inc. has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by J. P. O'Donnell, its
Senior Vice President and Chief Financial Officer, and attested by L. B.
Thomas, its Senior Vice President and Secretary, this 8th day of December,
1995.
ConAgra, Inc.
/s/ J. P. O'DONNELL
By:________________________________
Senior Vice President and
Chief Financial Officer
Attest:
/s/ L. B. Thomas
By:______________________________________
Senior Vice President and Secretary
<PAGE>
CERTIFICATE OF ELIMINATION
OF STATEMENTS OF RESOLUTIONS
FOR $2.50 CLASS D CUMULATIVE CONVERTIBLE STOCK
OF CONAGRA, INC.
UNDER SECTION 151(g) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
ConAgra, Inc., a Delaware corporation (hereinafter referred to as the
"Corporation"), does hereby certify that the following resolutions were duly
adopted by the Corporation's Board of Directors:
"WHEREAS, by reason of conversion or redemption, no shares
of the Corporation's $2.50 Class D Cumulative Convertible
Preferred Stock (the "Prior Series Class D Preferred Stock")
remain outstanding, it is hereby:
"RESOLVED, that no additional shares of the Prior Class D
Preferred Stock will be issued pursuant to the terms of the
Statement of Resolution of such series of Preferred Stock;
"FURTHER RESOLVED, that the officers of the Corporation are
duly authorized to file a certificate with the Secretary of State
of Delaware eliminating from the Certificate of Incorporation all
matters set forth in the Statement of Resolution for the Prior
Series Class D Preferred Stock in respect of such series of
Preferred Stock."
Upon the effective date of the filing of this Certificate, there shall
be eliminated from the Certificate of Incorporation all matters set forth in
the Statement of Resolution, with respect to the Prior Series Class D
Preferred Stock in respect of such series of such Preferred Stock.
IN WITNESS WHEREOF, ConAgra, Inc. has caused its corporate seal to be
hereunto affixed and this Certificate to be signed by J. P. O'Donnell, its
Senior Vice President and Chief Financial Officer, and attested by L. B.
Thomas, its Senior Vice President and Secretary, this 10th day of February,
1996.
ConAgra, Inc.
/s/ J. P. O'DONNELL
By:________________________________
Senior Vice President and
Chief Financial Officer
Attest:
/s/ L. B. Thomas
By:________________________________________
Senior Vice President and Secretary
Con
Agra
Corporate Headquarters Gerald B. Vernon
Senior Vice President
Human Resources
July 15, 1996
Mr. Philip B. Fletcher
Chairman of the Board & CEO
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Dear Phil:
This letter will amend and restate the terms and conditions of the
special long-term incentive established for you by letter dated July 15, 1993
(the "Incentive") and authorized by ConAgra's Human Resources Committee (the
"Committee") on May 6, 1993. This letter will constitute an agreement between
ConAgra and you with respect to the Incentive. Any shares of ConAgra common
stock issued as a part of the Incentive would be issued under the ConAgra 1990
Stock Plan (the "Stock Plan").
ConAgra will pay to you following receipt by ConAgra of its audited
financial statements for its fiscal year ending May 31, 1998 a one-time award
equal to the product of (I) 50,000 shares of ConAgra common stock multiplied
by (ii) each 1% (one percentage point) or applicable portion thereof of
averaged compounded annual earnings per share growth (as determined in the
manner described in this letter) in excess of 10% compounded annual growth
rate in earnings per share from the fiscal year ended May 30, 1993.
The computations shall be performed and averaged over the five-year term
of the Incentive. The percentage earnings per share growth (calculated to the
nearest .10 of a percent) in excess of the 10% compounded annual growth rate
shall be calculated by (I) taking the total of the actual EPS earned by
ConAgra, Inc. in fiscal years 1994, 1995, 1996, 1997 and 1998, (ii) comparing
it to the nearest total five (5) year cumulative EPS to the nearest one-tenth
of a percent (reference the attached table), and (iii) subtracting that
compound growth rate determined in (ii) above from 10.0%.
Since the provisions of the incentive are somewhat complex, I have set
forth below two examples which explain the calculations for the incentive.
The examples assume the issuance of 100% of the award in ConAgra common stock.
The Committee, in its sole discretion, may pay all, or a portion, of the award
in cash, based on the closing price on the New York Stock Exchange on the last
trading day of the 1998 fiscal year.
July 15, 1996
Page two
Example I
Nearest
Hypothetical Compound Growth
FY EPS Rate-10.6%
1994 $1.81 $1.75
1995 1.88 1.93
1996 2.24 2.14
1997 2.39 2.36
1998 2.48 2.69
------ -----
$10.80 $10.79
10.6%
10.0%
-----
.6%
50,000 Shares per 1.0% in excess of 10%
------
30,000 Shares awarded
Example II
Nearest
Hypothetical Compound Growth
FY EPS Rate-14.0%
1994 $1.81 $1.80
1995 2.00 2.05
1996 2.40 2.34
1997 2.70 2.67
1998 3.00 3.04
------ ------
$11.91 $11.90
14.0%
10.0%
-----
4.0%
50,000 Shares per 1% in excess of 10.0%
------
200,000 Shares awarded
July 15, 1996
Page Three
The payment of the Incentive is specifically conditioned on your
remaining as Chief Executive Officer of ConAgra through May 31, 1998. If your
employment as Chief Executive Officer is terminated voluntarily or
involuntarily (except as described in the following two paragraphs) prior to
that date, no Incentive will be paid.
In the event of your death, or total and permanent disability (as
defined in ConAgra's Long-Term Disability Plan) prior to May 31, 1998, ConAgra
will pay a pro rata Incentive based on the earnings per share performance for
fiscal years completed prior to the death or disability. For example, if the
death or disability occurred in July 1996, and earning per share performance
averaged 4% (four percentage points) above the 10% compounded annual growth
rate for the three fiscal years ending May 26, 1996, then the shares of
ConAgra common stock to be paid (assuming the Committee chooses to pay in
stock) would be 120,000 shares, calculated as follows:
3 Years completed
divided by 5 Year Plan
---
60%
50,000 Shares per 1% in excess of 10.0%
------
30,000 Shares awarded
x 4.0% Above threshold
------
120,000 Shares issued
In the event of a Change of Control of ConAgra (as defined in the Stock
Plan) prior to May 31, 1998, the average earnings per share growth rate for
the fiscal years prior to the Change of Control would be assumed to continue
through the fiscal year ending May 31, 1998, and the Incentive would be paid
based on such assumption prior to the effective date of the Change of Control.
For example, if the Change of Control occurred in July 1996, and the earnings
per share performance averaged 4% (four percentage points) above the 10%
compounded annual growth rate through the fiscal year ended May 26, 1996, then
an aggregate of 200,000 shares of common stock (assuming the Committee
determines to pay the Incentive in common stock) would be issued.
The Incentive shall not be transferable by you otherwise than by will or
the laws of descent and distribution. The incentive may not be assigned,
transferred, pledged or hypothecated by you in any way.
In the event ConAgra effects any stock dividend, stock split-up,
recapitalization or similar change in its capital structure prior to the
payment date of the Incentive, the number of shares of common stock issuable
pursuant to the Incentive (assuming the Committee determines to pay the
Incentive in common stock) shall be appropriately adjusted by the Committee.
The Committee also reserves the right to adjust the one percentage point
earnings per share growth
July 15, 1996
Page Four
threshold, up or down, in the event of extraordinary transactions or events
involving ConAgra, the food industry, or the U.S. economy prior to May 31,
1998. For purposes of the Incentive, earnings per share shall be determined by
ConAgra's independent public accountants in accordance with generally accepted
accounting principles; the Committee may make appropriate adjustment in
earnings per share with respect to extraordinary gains, losses or charges. The
Committee has determined to use $1.58 as ConAgra's earnings per share for the
fiscal year ended May 30, 1993.
You shall make arrangements to pay ConAgra any applicable federal and
state tax withholding amounts required in connection with the payment of the
Incentive.
If you are in agreement with the terms and conditions set forth in this
letter with respect to the Incentive, please so indicate by signing below and
returning an executed original of this letter to me for placement in the
files of the Committee.
Sincerely,
/s/ Gerald B. Vernon
-----------------------------------------------
GBV/jh
Attachment
Accepted and Agreed to this 15th day of July, 1996.
/s/ Philip B. Fletcher
-----------------------------------------------
Philip B. Fletcher
Exhibit 11
CONAGRA, INC. AND SUBSIDIARIES
Computation of Income Per Share
(In millions, except per share amounts)
Fiscal Year Ended
52/53
May 31, May 30, May 29, May 28, May 26,
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
Computation of income per
common and common
equivalent share:
Income before cumulative
effect of change in
accounting principle $372.4 $391.5 $437.1 $495.6 $188.9
Less preferred dividends 24.5 24.0 24.0 24.0 8.6
------ ------ ------ ------ ------
Income available to common
stock before cumulative
effect of change
in accounting principle 347.9 367.5 413.1 471.6 180.3
Cumulative effect of change
in accounting principle - (121.2) - - -
------ ------ ------ ------ ------
Income available to common
stock $347.9 $246.3 $413.1 $471.6 $180.3
====== ====== ====== ====== ======
Weighted average common
shares outstanding 227.9 230.3 226.7 226.5 225.7
Add shares applicable to
stock options using
average market price 4.0 2.7 1.8 2.5 3.8
------ ------ ------ ------ ------
Average common and common
equivalent shares
outstanding 231.9 233.0 228.5 229.0 229.5
====== ====== ====== ====== ======
Income per common and common
equivalent share:
Before cumulative effect of
change in accounting
principle $ 1.50 $ 1.58 $ 1.81 $ 2.06 $ .79
Cumulative effect of
change in
accounting principle - (0.52) - - -
------ ------ ------ ------ ------
Net Income $ 1.50 $ 1.06 $ 1.81 $ 2.06 $ .79
====== ====== ====== ====== ======
Computation of income
per common share
assuming full dilution:
Income available to
common stock before
cumulative effect of
change in accounting
principle $347.9 $367.5 $413.1 $471.6 $180.3
Add dividends on
convertible preferred
stock 24.5 24.0 24.0 24.0 8.6
------ ------ ------ ------ ------
Net income available to
common stock before
cumulative effect of
change in accounting
principle assuming
full dilution 372.4 391.5 437.1 495.6 188.9
Cumulative effect of
change in accounting
principle - (121.2) - - -
------ ------ ------ ------ ------
Net income applicable
to common stock assuming
full dilution $372.4 $270.3 $437.1 $495.6 $188.9
====== ====== ====== ====== ======
Exhibit 11 (Continued)
Fiscal Year Ended
52/53 Weeks
May 31, May 30, May 29, May 28, May 26,
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
Weighted average common
shares outstanding 227.9 230.3 226.7 226.5 225.7
Add shares assumed
issued for convertible
preferred stock 14.8 14.7 14.6 14.6 5.6
Add shares applicable to
stock options using
the period-end market
price if higher than
average market price 4.0 2.8 1.9 3.1 4.0
------ ------ ------ ------ ------
Average common and common
equivalent shares
assuming full dilution 246.7 247.8 243.2 244.2 235.3
====== ====== ====== ====== ======
Income per common share
assuming full dilution:
Before cumulative effect
of change in accounting
principle $ 1.51 $ 1.58 $ 1.80 $ 2.03 $ .80
Cumulative effect of
change in accounting
principle - (0.49) - - -
------ ------ ------ ------ ------
Net Income $ 1.51 $ 1.09 $ 1.80 $ 2.03 $ .80
====== ====== ====== ====== ======
EX-12
CONAGRA, INC. AND SUBSIDIARIES
Computation of Ratios of Earnings to Fixed Charges and of
Earnings to Combined Fixed Charges & Preferred Stock Dividends
(Dollars in millions)
[CAPTION]
Fiscal Years Ended May
1992 1993 1994 1995 1996
________ ________ ________ ________ ________
Fixed charges:
Interest expense $ 359.2 $ 294.0 $ 295.1 $ 324.3 $ 362.8
Capitalized interest 4.9 2.3 1.7 4.9 5.8
Interest in cost of goods sold 17.1 14.6 12.7 17.5 27.5
One third of non-cancellable
lease rent 42.7 43.7 43.5 38.6 40.1
-------- -------- -------- -------- --------
Total fixed charges (A) 423.9 354.6 353.0 385.3 436.2
Add preferred stock dividends
of the Company 38.7 38.7 39.3 39.3 14.6
-------- -------- -------- -------- --------
Total fixed charges and preferred
stock dividends (B) $ 462.6 $ 393.3 $ 392.3 $ 424.6 $ 450.8
======== ======== ======== ======== ========
Earnings:
Pretax income $ 587.7 $ 631.4 $ 720.0 $ 825.9 $ 408.6
Adjusted for unconsolidated
subsidiaries 11.0 8.3 (1.8) 10.6 2.3
-------- -------- -------- -------- --------
Pretax income of the Company
as a whole 598.7 639.7 718.2 836.5 410.9
Add fixed charges 423.9 354.6 353.0 385.3 436.2
Less capitalized interest (4.9) (2.3) (1.7) (4.9) (5.8)
-------- -------- -------- -------- --------
Earnings and fixed charges (C) $1,017.7 $ 992.0 $1,069.5 $1,216.9 $ 841.3
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges (C/A) 2.4 2.8 3.0 3.2 1.9*
Ratio of earnings to combined
fixed charges and preferred
stock dividends (C/B) 2.2 2.5 2.7 2.9 1.9*
*In 1996, pretax income includes non-recurring charges of $507.8 million.
Excluding the charges, the "ratio of earnings to fixed charges" and the "ratio
of earnings to combined fixed charges and preferred stock dividends" was 3.1
and 3.0, respectively. See Note 2 "Non-Recurring Charges" on page 41 of the
Company's 1996 Annual Report to Stockholders.
For the purposes of computing the above ratio of earnings to fixed charges,
earnings consist of income before taxes and fixed charges. Fixed charges, for
the purpose of computing earnings are adjusted to exclude interest capitalized.
Fixed charges include interest on both long and short-term debt (whether said
interest is expensed or capitalized and including interest charged to cost of
goods sold), and a portion of non-cancellable rental expense representative of
the interest factor. The ratio is computed using the amounts for ConAgra as
a whole, including its majority-owned subsidiaries, whether or not
consolidated, and its proportionate share of any 50% owned subsidiaries,
whether or not ConAgra guarantees obligations of these subsidiaries.
Exhibit 12 (Continued)
For purposes of calculating the above ratio of earnings to combined fixed
charges and preferred dividends, preferred stock dividend requirements
(computed by increasing preferred stock dividends to an amount representing the
pre-tax earnings which would be required to cover such dividend requirements)
are combined with fixed charges as described above, and the total is divided
into earnings as described above.
ConAgra, Inc. 1996 Annual Report (logo) Building a better food
company
Cover shows food product photos of: Healthy Choice Chicken & Vegetables
Marsala and whole tomatoes and a can of Hunt's Tomato Paste
INSIDE FRONT COVER (Product photos of top 21 brands) ConAgra has
21 food brands that each chalk up annual retail sales exceeding $100 million.
ConAgra businesses operate across the food chain:
* Crop protection chemicals,fertilizer & seed distribution
* Animal feeds & feed additives
* Country General stores, principally in agricultural communities
* Flour, oat & dry corn milling; barley malting
* Worldwide commodity distribution & merchandising, other commodity services
* Natural spices, seasonings, flavors & spray-dried food ingredients
* Beef & pork products
* Branded chicken & turkey products
* Branded processed meats
* Cheeses & refrigerated dessert toppings
* Seafood products
* Processed potato products
* Private label consumer products
* Branded shelf-stable foods
* Branded frozen foods
The brand names in this annual report are owned or licensed by ConAgra, Inc.
and its subsidiaries.
Financial Highlights
Dollars in millions except per share amounts
Fiscal Year Ended May 26, 1996 May 28, 1995 Percent Change
- ---------------- ------------ ------------ --------------
Net sales $24,821.6 $24,112.3 2.9%
Before non-recurring charges
(see page 41)
Income before income taxes $916.4 $825.9 11.0%
Net income $545.2 $495.6 10.0%
Net income available
for common stock $536.6 $471.6 13.8%
Net income per common share $2.34 $2.06 13.6%
Cash earnings return on
year-beginning common
stockholders' equity
(see page 4) 24.3% 24.4%
5-year average: 23.4%
After non-recurring charges
Income before income taxes $408.6 $825.9 -50.5%
Net income $188.9 $495.6 -61.9%
Net income available
for common stock $180.3 $471.6 -61.8%
Net income per common share $ .79 $2.06 -61.7%
Common stock price at year end $42.00 $32.25 30.2%
Common stock dividend rate
at year end $.95 $.83 14.5%
Employees at year end 83,123 88,511 -6.1%
ConAgra, Inc.
ConAgra is a diversified international food company. Our mission is to
increase stockholders' wealth. Our job is to help feed people better.
We operate across the food chain, in 32 countries around the world. Our
products range from convenient prepared foods for today's busy consumers to
supplies farmers need to grow their crops.
This report contains forward-looking statements in the Letter to Stockholders,
Business Review and Management's Discussion & Analysis. The statements reflect
management's current views and estimates of future economic circumstances,
industry conditions, company performance and financial results.
The statements are based on many assumptions and factors including availability
and prices of raw materials, product pricing, competitive environment and
related market conditions, operating efficiencies, access to capital and
actions of governments. Any changes in such assumptions or factors could
produce significantly different results.
(recycled logo) Printed on recycled paper.
Contents
Letter to Stockholders . . . . . . . . . . . . . . . . . . . . . 2
Objectives & Results . . . . . . . . . . . . . . . . . . . . . .4
Business Review
Grocery/Diversified Products . . . . . . . . . . . . . . . 6
Refrigerated Foods . . . . . . . . . . . . . . . . . . . .14
Food Inputs & Ingredients . . . . . . . . . . . . . . . . .20
Sales & Operating Profit by Segment . . . . . . . . . . . . . .27
Ten-Year Results . . . . . . . . . . . . . . . . . . . . . . . .28
Management's Discussion & Analysis . . . . . . . . . . . . . . .30
Consolidated Financial Statements . . . . . . . . . . . . . . .35
Notes to Financial Statements. . . . . . . . . . . . . . . . . .40
Independent Auditors' Report . . . . . . . . . . . . . . . . . .52
Board of Directors . . . . . . . . . . . . . . . . . . . . . . .53
Principal Officers . . . . . . . . . . . . . . . . . . . . . . .54
Corporate Citizenship . . . . . . . . . . . . . . . . . . . . .56
Investor Information . . . . . . . . . . . . . . Inside Back Cover
Photo of Phil Fletcher Cutline: Phil Fletcher, Chairman & Chief
Executive Officer
To Our Stockholders, Employees and Other Friends
Building a Better Food Company
The theme of this annual report is really our job description: building a
better food company. You should expect it, and I believe we are doing it.
We worked on it in fiscal year 1996.
* Excluding non-recurring charges in fiscal 1996, earnings per share grew
nearly 14 percent, ConAgra's 16th consecutive year of record earnings.
* We met ConAgra's return on equity objective -- our most important financial
goal -- for the 21st consecutive year, excluding the non-recurring charges.
* We raised the common stock dividend 14.5 percent, the 21st consecutive year
of increases of at least 14 percent.
We also continued to invest for future results.
* We invested $669 million, an increase of 56 percent, to expand and improve
ConAgra's facilities and business systems.
* And we implemented a major restructuring program to make a good company even
better.
Restructuring and other non-recurring charges reduced fiscal 1996 reported net
earnings by $356 million, or $1.55 per share. However, we expect that the cash
expense will be only $60 million, while we estimate that pretax savings will
total $275 million during fiscal years 1997 through 1999.
Earnings Balance
The benefits of ConAgra's food-chain diversification and earnings balance were
evident in fiscal 1996. Operating profit growth of 35 percent in ConAgra's
Food Inputs & Ingredients industry segment and 15 percent in
Grocery/Diversified Products more than compensated for an operating profit
decline of eight percent in Refrigerated Foods where soaring grain prices hurt
performance. The comparisons exclude non-recurring charges in fiscal 1996.
As I've suggested in three previous annual reports, we are building a better
food company by managing our businesses aggressively and investing our cash
flows for growth.
Managing Aggressively: Structure for Success
The foundation for managing ConAgra's businesses aggressively is structuring
our company for success. With the right leadership, the right organization and
the right businesses and asset base, good things will happen more readily. To
this end, we've accomplished a series of structuring initiatives in recent
years.
First, we reduced ConAgra's major operating groups from eight to five,
bringing together businesses with compatible product lines and distribution
systems. This makes it easier to leverage the interlocking strengths of our
businesses. The advantages are obvious in our largest operating groups,
Refrigerated Foods and Grocery Products, where infrastructure enhancements
promise big benefits.
Second, during fiscal 1995 and 1996 we divested 10 non-core businesses. This
streamlining frees financial and human capital for more attractive investment
in ConAgra's core operations.
Third, in fiscal 1996's fourth quarter we announced a comprehensive
restructuring plan consistent with our strategy to structure ConAgra for
success. We are closing or reconfiguring over 20 production plants and
exiting several smaller businesses to strengthen ConAgra's core businesses and
enhance earnings growth.
Restructuring means rationalizing ConAgra's production base, especially in
Refrigerated Foods. By consolidating production in more efficient plants, we
use capacity more effectively and more profitably. Substantial financial
benefits will be available to bolster earnings and reinvest in our businesses.
For our shareholders and employees, this is the right step to make ConAgra
more competitive, more secure, more profitable. But the decision was difficult
because over 6,000 jobs will be eliminated. We are doing our best to be
sensitive and responsive to the needs of the people who are affected.
Strong Leadership
Ultimately, the most important component of structuring for success is
leadership -- the competence and commitment of the people who run ConAgra's
businesses. I'm more than pleased with the strength of ConAgra's management
teams today. Our businesses enjoy exceptionally competent, results-oriented
leadership committed to building a better food company.
Investing for Growth
Strong leaders invest more productively. In fiscal 1997, we expect to invest
over $700 million in capital expenditures to ramp up ConAgra's earning power.
Investment priorities include customer service, production efficiency and
capacity expansion. Furthermore, we are investing substantial dollars and
creative energy to add value to our products, including nearly five billion
packages of branded products we market annually. We'll also continue to invest
in leveraging ConAgra's powerful brand equities such as Healthy Choice, an
important contributor to earnings growth in fiscal 1996.
After internal investment, acquisitions are next in line for investing
ConAgra's cash flow. In fiscal 1996, acquisitions including the Van Camp's
bean business and Canada Malting added earnings from the outset. With 80 or
more candidates regularly on our shopping list, we see ample opportunity to
strengthen core businesses with acquisitions.
Rewarding Stockholders
We invest in growth to achieve ConAgra's financial objectives, found, as
always, on pages 4 and 5 of this report. I noted earlier that we've met
ConAgra's 20-percent return on equity objective for more than two decades.
We've also achieved ConAgra's 14-percent earnings per share growth objective in
recent years as well as over the long haul, excluding non-recurring charges in
fiscal 1996. On that basis, our earnings per share average annual growth rates
were 14 percent the past three years and more than 15 percent the past 16
years.
By achieving ConAgra's financial objectives, we fulfill our company's
mission: increase stockholders' wealth. Earnings per share growth of 14
percent and comparable dividend growth yield total return to investors
substantially better than the stock market's 10- or 11-percent long-term annual
return.
Fiscal 1997 Outlook: Record Earnings
I'm bullish on ConAgra's prospects for fiscal 1997. We expect double-digit
earnings per share growth compared to fiscal 1996 before non-recurring charges.
We plan earnings gains in Grocery/Diversified Products and Food Inputs &
Ingredients, though below their robust growth rates in fiscal 1996. We also
anticipate a strong positive rebound in Refrigerated Foods as it benefits from
capital investment, restructuring initiatives and industry adjustments to high
grain prices.
Thank You, Builders!
People throughout ConAgra are building a better food company. Two top builders
retired recently, each with 35 years of service to ConAgra and predecessor
companies. Al Crosson, the consummate salesman, created and led ConAgra
Grocery Products Companies, our company's branded products powerhouse. Truck
Morrison, designated globetrotter, invented our international trading
companies, then headed ConAgra International and our grain processing
operations. Both gentlemen served in ConAgra's Office of the President. Thank
you, Al and Truck.
This letter is almost long enough. I'll make it complete by expressing my
abiding gratitude to more than 80,000 ConAgrans who are building a better food
company.
Sincerely,
(Signature)
Philip B. Fletcher
Chairman and Chief Executive Officer
Objectives & Results
ConAgra is committed to major financial performance objectives that drive how
we manage our company and serve our mission to increase stockholders' wealth.
We incorporate in our financial objectives a concept called "cash earnings"
- -- net earnings plus goodwill amortization. Businesses run on cash. The
principal source of internally generated cash is net earnings before
depreciation of fixed assets and amortization of goodwill. Cash from
depreciation is generally needed for replenishment to help maintain a going
concern.
On the other hand, goodwill represents valuable non-depreciating
brands and distribution systems, primarily those we acquired with Beatrice
Company in fiscal year 1991. We invest and incur expense throughout the year
to maintain and enhance the value of these brands and distribution systems.
Consequently, goodwill amortization is not a true economic cash cost. It,
along with net earnings, is a source of decision cash - cash available to
invest in ConAgra's growth and pay dividends.
It is this decision cash that we call cash earnings. We believe the cash
earnings concept is an appropriate way to manage and measure our businesses. We
use the cash earnings concept in our financial objectives for return on common
equity and dividend growth. We do not use it in our earnings per share growth
objective because companies are not permitted to present earnings per share
data in any alternative form.
RETURN ON COMMON EQUITY
Objective
ConAgra's most important financial objective is to average more than a
20-percent after-tax cash earnings return on year-beginning common
stockholders' equity, and to earn more than a 15-percent return in any given
year.
In determining results as shown in the table below, year-beginning common
equity includes these adjustments: 1992 -- an increase of $16.9 million for a
pro rata share of the common equity associated with the acquisition of Arrow
Industries, Inc.; 1993 -- a net decrease of $337.2 million resulting from
adopting Statement of Financial Accounting Standards No. 106 (a decrease of
$121.2 million), a pro rata share of common stock purchased in the open market
for the Employee Equity Fund (a decrease of $247.9 million), and a pro rata
share of common equity associated with four acquisitions (an increase of $31.9
million). In computing the 1993 results, after-tax earnings exclude the
one-time cumulative effect of SFAS 106. The 1996 results exclude non-recurring
charges of $356.3 million after tax.
Result
Return on Common Equity
...................................................................
5-Year Average: 23.4%
- ------------------------------
92 21.5%
- ------------------------------
93 23.2%
- ------------------------------
94 23.7%
- ------------------------------
95 24.4%
- ------------------------------
96 24.3%
- ------------------------------
FINANCING
Objective
ConAgra's primary financing objective is to maintain a conservative balance
sheet.
Long-Term Debt
Senior long-term debt normally will not exceed 30 percent of total long-term
debt plus equity. Long-term subordinated debt is treated as equity due to its
preferred stock characteristics.
Short-Term Debt
Each ConAgra food business normally will eliminate at the end of its natural
fiscal year short-term debt, net of cash, used to finance assets other than
hedged commodity inventories.
Natural year end occurs when inventories and receivables are at their annual
low points -- for example, the end of February in our crop protection chemicals
and fertilizer business, and the end of May in many other ConAgra businesses.
Result
Long-Term Debt Short-Term Debt
------------------------- -------------------
Objective Result Result
maximum of: (as defined above)
(as defined above)
------------------------- -------------------
92 30% 36% 0
93 30% 30% 0
94 30% 30% 0
95 30% 30% 0
96 30% 30% 0
EARNINGS AND DIVIDEND GROWTH
Earnings Growth Objective
ConAgra's objective is to increase trend line earnings per share, on average,
at least 14 percent per year.
Although earnings balance is a strength of ConAgra's diversified food
businesses, we may not always achieve quarter-to-quarter, or sometimes
year-to-year, increases in reported earnings. However, ConAgra expects to
increase trend line earnings - what we would earn with average or normal
industry conditions - at least 14 percent per year.
Dividend Growth Objective
ConAgra's objective is to increase common stock dividends consistent with
growth in ConAgra's trend line earnings.
Over time, ConAgra expects common stock dividends to average in the range of
30 to 35 percent of cash earnings.
Our earnings and dividend growth objectives are linked. Reported earnings
per share growth varies year to year and may be higher or lower than trend line
earnings per share. Over a long period, reported earnings per share reflect
trend line earnings per share. Over a shorter period of time, dividends per
share growth is in effect a proxy for trend line earnings per share growth.
Dividend increases represent management's judgment of ConAgra's trend line, or
underlying, earning power independent of reported earnings results.
Result
ConAgra has increased earnings per share for 16 consecutive years at a compound
annual growth rate of 15.6%. During the same period, dividends per share
increased annually at an average rate of 15.4%.
During the past five years, the growth of reported earnings per share slowed
to a rate of 10.5%, mainly due to single-digit growth in 1992 and 1993. During
the same period, dividends per share increased at an average rate of 15.6%,
including increases of 16.9% in 1992 and 15.4% in 1993.
Earnings per share results exclude the one time cumulative effect of SFAS
106 in 1993 and non-recurring charges of $1.55 per share in 1996. Reported
earnings in 1996 were $.79 per share.
Compound Annual Growth:
3-year 5-year 10-year 16-year
- ----------------------------------------------------------------
Earnings per share 14.0% 10.5% 13.2% 15.6%
Dividends per share 15.3% 15.6% 15.7% 15.4%
Bar graph for Earnings per Share:
Year: 1992 1993 1994 1995 1996
$1.50 $1.58 $1.81 $2.06 $2.34
Percent Increase: 5.6% 5.3% 14.6% 13.8% 13.6%
Bar graph for Dividends per Share:
Year: 1992 1993 1994 1995 1996
$.52 $.60 $.695 $.803 $.92
Percent Increase: 16.9% 15.4% 15.8% 15.5% 14.6%
Over the last 5 years, dividends have averaged 32.4% of cash
earnings.
trusted brands
photos of: Orville Redenbacher's 100% popcorn mini cakes,
Healthy Choice Cappuccino Chocolate Chunk, boy eating Juicy Gels
Grocery/Diversified Products----------------------------
Grocery/Diversified Products operating profit increased nearly 15 percent, led
by Hunt-Wesson's robust operating profit growth, in part due to successful
acquisitions. The consumer frozen foods, microwave products and private label
businesses also contributed to the earnings gain. Potato products operating
profit was slightly above the previous year's strong result. Acquisitions and
unit volume growth drove the 9-percent segment sales increase.
The discussion of results in the Business Review (pages 6-26) excludes the
effect of non-recurring charges in fiscal 1996. See page 27 for segment sales
and operating profit both before and after non-recurring charges.
2 pie charts:
Segment Sales
(In millions)
1996 $5,261.4
1995 $4,809.5
% Change +9.4%
Operating Profit
(In millions)
1996* $ 721.8
1995 $ 629.9
% Change +14.6%
*Fiscal 1996 segment operating profit excludes certain non-recurring charges.
Segment operating profit after the charges was $644.7 million.
See Note 2 on page 41.
"We are markedly improving the way we manage our businesses across the board --
from in-store merchandising to back-office support systems. But we don't
change a thing unless we can serve a customer better or satisfy a consumer
better."
Dave Gustin
President & Chief Operating Officer
ConAgra Grocery Products Companies (Photo of Dave Gustin)
Grocery Products----------------
ConAgra Grocery Products Companies include our branded consumer food companies
that produce and market shelf-stable and frozen foods.
These businesses are continually improving their ability to respond to
consumers with products that fit their lifestyles. These companies also are
investing in new salesorganizations and sophisticated new information systems
designed to better serve our retail and foodservice customers, and make us more
responsive and more competitive in the marketplace.
Major shelf-stable brands and products are Hunt's and Healthy Choice
tomato-based products; Wesson cooking and salad oils; Healthy Choice soups;
Orville Redenbacher's and Act II popcorn products; Peter Pan peanut butter; Van
Camp's canned beans; Manwich sauces; Snack Pack puddings; Swiss Miss puddings
and cocoa mixes; Knott's Berry Farm jams and jellies; Chun King and La Choy
Oriental products; Rosarita and Gebhardt Mexican products; and Wolf Brand
chili. These products are sold through retail stores and to foodservice
markets, mass merchandisers, club stores and military markets.
Major frozen food brands are Healthy Choice, Banquet, Marie Callender's, Kid
Cuisine, Butterball, Morton, Patio, Chun King and La Choy. Our frozen food
products include dinners and entrees, kids' meals, fried chicken, boneless
chicken products, pot pies, fruit cobblers, hand-held sandwiches, french bread
pizza and ice cream.
ConAgra Grocery Products Companies in total had an excellent year, with
earnings substantially higher than in fiscal 1995. Much of the increase was due
to four acquisitions made during fiscal 1995 or as fiscal 1996 began. Three of
the new businesses -- Van Camp's canned beans and Wolf Brand chili products,
Chun King convenience foods, and Knott's Berry Farm fruit-based products --
exceeded our earnings objectives in fiscal 1996. The fourth, Marie
Callender's, did not perform up to plan, but volumes increased nicely during
the year, and the business made a good contribution to earnings.
During fiscal 1996, ConAgra Grocery Products Companies completed building a
new sales organization. The Grocery Products sales and in-store merchandising
force was expanded from 350 to 800 people supporting ConAgra Frozen Foods
products as well as Hunt-Wesson products. In addition, ConAgra Frozen Foods
replaced broker representation with a new 180-person direct sales force. This
new sales model improves ConAgra Grocery Products' ability to deliver consumer
value, improve customer service, increase sales and maintain industry
leadership.
The Hunt-Wesson businesses -- Hunt Foods, La Choy/Rosarita Foods Company,
Orville Redenbacher/Swiss Miss Foods Company, Wesson/Peter Pan Foods Company
and Knott's Berry Farm Foods -- in total had a record year, partially due to
acquisitions. The Hunt-Wesson businesses compete primarily in categories where
sales have been soft in recent years, making their continued success
impressive. Fiscal 1996 sales were about $2.3 billion.
As part of the restructuring announced in May 1996, Hunt-Wesson took several
steps to improve operating efficiencies and the long-term health of its
business. Two California plants will be closed, and a Georgia peanut shelling
business ceased operations at the end of fiscal 1996.
Hunt-Wesson's biggest business, Hunt Foods, had an excellent year with
earnings up substantially. Hunt Foods includes Hunt's and Healthy Choice
tomato products and the new Van Camp's/Wolf Brand business. Hunt's base
business was up significantly, even without the strong contribution from the
new business. Hunt's reduced costs and, despite a record tomato crop,
improved margins. New products introduced include a four-item line of Healthy
Choice Garlic Lovers Spaghetti Sauce.
The Wesson oils business achieved a significant profit turnaround, with
earnings well above fiscal 1995, when the business was hurt by an erratic crude
soybean oil market. Earnings were down for the Peter Pan peanut butter
business. Peter Pan Plus, peanut butter with added vitamins and minerals, was
introduced during the year.
The Snack Pack and Swiss Miss pudding business achieved record unit volume
and profit levels. The international business increased earnings
significantly, primarily due to a strong performance by Snack Pack puddings and
gels in Canada.
The Swiss Miss cocoa business had a good year, thanks in part to an
effective new advertising campaign and a cold winter. Unit volumes and
earnings increased. Swiss Miss Chocolate Sensations and Cocoa & Cream cocoa
mixes were successfully introduced during the year.
Fiscal 1996 was a difficult year for the Orville Redenbacher's popcorn
business. Unit volumes and earnings declined in the face of an unsuccessful
change in in-store merchandising and general softness in the microwave
popcorn category. Orville Redenbacher's Popcorn Cakes in five flavors were
introduced in about 20 percent of the U.S.
Healthy Choice soups had another good year, with volume and market share
increases and earnings above plan and the previous year. Late in fiscal 1996,
Healthy Choice began the rollout of a six-item line of Healthy Choice Recipe
Creations, condensed soups designed to make home cooking faster and easier.
The Oriental shelf-stable food business, including the La Choy and Chun King
lines, had increased earnings, helped by Chun King's above-plan performance in
its first full year with ConAgra. Earnings declined in the Rosarita/Gebhardt
business. The new Knott's business did very well, performing significantly
over plan. Hunt-Wesson's foodservice business had an excellent year, with
earnings above plan and the previous year.
Golden Valley Microwave Foods is a leader in the development of foods
exclusively for preparation in microwave ovens. Golden Valley's products
include popcorn, french fries, breakfast foods and sandwiches distributed
through the vending industry, mass merchandising outlets and grocery,
drug and club stores. Principal consumer brands are ACT II and Healthy Choice.
Category softness in the microwave popcorn category challenged Golden Valley
in fiscal 1996, but lower raw material costs were a positive. Golden Valley
significantly increased earnings and exceeded their plan. New products
introduced in fiscal 1996 include Healthy Choice Popcorn and ACT II Popcorn
Cakes.
Our frozen foods company, ConAgra Frozen Foods, is one of the largest
frozen food businesses in the United States. Sales in fiscal 1996 were about
$1.3 billion.
Frozen food industry categories across the board declined in fiscal 1996 as
consumers were offered more and more choices for convenient meals -- not only
an array of new products in the grocery stores, but also new takeout and home
delivery options. Nevertheless, ConAgra Frozen Foods' earnings increased
significantly in fiscal 1996.
Unit volumes were up, helped by incremental volume from new products
and Marie Callender's in its first full year as part of ConAgra. ConAgra
Frozen Foods also improved its market position in most key categories,
including a solid gain in single-serving meals.
Healthy Choice frozen products increased unit volumes and earnings in
fiscal 1996. The year was highlighted by two highly successful new product
introductions: Healthy Choice Hearty Handfuls, hot sandwiches made with
bakery-style breads and meat and vegetable fillings, and Healthy Choice
Special Creations, "indulgent" flavors of low-fat ice cream in pints. In fiscal
1997, Healthy Choice plans major improvements in product formulations and
packaging, accompanied by a new advertising campaign.
Earnings for the Banquet product line, excluding Banquet chicken products,
were down from the fiscal 1995 level due to investment in the new Pasta
Favorites line. Earnings for Banquet's core products -- Regular Dinners, Pot
Pies, Family Entrees and Extra Helping meals -- increased significantly.
The ConAgra Frozen Foods chicken business, which includes Banquet
and Country Skillet chicken products, grew earnings in spite of record-high
grain prices that drove product costs up substantially. Banquet chicken
products earnings were strong, reflecting good consumer response to improved
products introduced late in fiscal 1995. In fiscal 1997, two new chicken
product lines are being introduced: Butterball Chicken Requests, crispy baked
breasts in five flavors, and Banquet Fat Free Breast Patties and Tenders,
boneless, skinless cuts of lightly breaded, baked breast meat.
Earnings increased substantially to a record level for ConAgra Frozen
Foods' specialty brands -- Kid Cuisine, Chun King and La Choy frozen products,
and Patio. The largest contributor was Kid Cuisine, with dramatically improved
earnings.
Marie Callender's also made a significant earnings contribution and achieved
good increases in volume, market share and distribution. Marie Callender's line
of premium-quality frozen foods is an excellent addition to ConAgra Frozen
Foods' offerings, with continued growth potential.
We expect fiscal 1997 to be another good year for ConAgra Grocery
Products Companies. An unwavering focus on meeting consumer needs and
improving customer service will result in more innovative consumer products and
significant capital investments in manufacturing efficiencies and information
systems.
Throughout this section appears product photos of the following: Hunt's
Ketchup, Banquet Chicken Pot Pie, Hunt's Juicy Gels, Act II Popcorn, Chun King
Mini Egg Rolls, Wesson Vegetable Oil; Healthy Choice Country Breaded Chicken;
Swiss Miss Chocolate Sensation; Kid Cuisine, Rosarita Beans, Marie Callender's
Spaghetti Marinara, Van Camp's Pork and Beans, Butterball Chicken Requests,
Wolf Brand Chili, Banquet Skinless Fried Chicken, Peter Pan Plus, Healthy
Choice Recipe Creations, Act II Caramel Popcorn, Knott's 100% Fat Free Jam,
Inland Valley Homestyle Mashed Potatoes, Singleton Breaded Butterfly Shrimp,
Just Light Charcoal Briquets, Lamb Weston Pommes Frites, Hotpop Microwave
Popcorn, Meridian King Crab, Steak Express Barbecue Style Ribs, Aurelmar
seafood product, Budget Buy paper plates, Brute kitchen bags, Chef's Choice
Black Pepper, Taste O Sea fish portions,Sergeant's pet shampoo, Jack Rabbit
Long Grain Rice.
Also a photo of a woman and boy eating Inland Valley Fries-To-Go.
"ConAgra's international growth is limited only by our imagination and
energy. Our expertise across the food chain and our strong customer
relationships around the world are powerful tools for global expansion.
We see new opportunities every day."
Jim Watkins
President & Chief Operating Officer
ConAgra Diversified Products Companies
(Photo of Jim Watkins)
Diversified Products--------------------
ConAgra Diversified Products Companies in fiscal 1996 included Lamb-Weston,
Arrow Industries, our seafood businesses, a pet products business and a frozen
microwave food business in the United Kingdom. At the beginning of fiscal
1997, Arrow Industries and the pet products business became part of ConAgra
Trading and Processing Companies.
Lamb-Weston is a leading processor of frozen potato products, including
french fries and an array of potato products for foodservice markets.
Lamb-Weston supplies most of the leading restaurant chains and food
service distributors in the U.S. as well as in Europe and Asia. Annual sales
are about $960 million, excluding unconsolidated joint ventures.
In fiscal 1996, Lamb-Weston continued its growth in value-added
specialty potato products. Customer response was excellent to the new
"Stealth Fry," a french fry with a transparent coating that significantly
enhances crispness and holding quality. A new shaped potato/cheese
product, "Munchers," was introduced during the year to offer foodservice
customers an additional menu choice. Lamb-Weston also made good progress,
on both the cost reduction and the market penetration fronts, with its retail
Inland Valley brand.
The U.S. potato crop was of good quality in fiscal 1996, but short supplies
increased Lamb-Weston's product costs. Despite the potato cost increase,
Lamb-Weston had a good year, with earnings above plan. Results were only
slightly above fiscal 1995 operating profit, when a potato crop failure in
Europe resulted in extraordinarily high export demand for Lamb-Weston's U.S.
potato products. In fiscal 1996, a more normal year, there was little European
demand for U.S. potato products, but exports to the Pacific Rim continued to
grow at a steady pace.
In the first half of fiscal 1996, Lamb-Weston and Dogus Holding Corp., a
Turkish company, acquired more than 90 percent of Bolu Patates San. ve
Tic. A.S., Turkey's largest frozen potato processing company. Lamb-Weston
also acquired majority ownership of Tarai Foods Limited, a processor of frozen
vegetables and potatoes in India. These two acquisitions fit Lamb-Weston's
strategy of becoming the frozen potato supplier of choice for their customers
worldwide.
In fiscal 1997, Lamb-Weston plans continued emphasis on value-added
specialty potato products and more international growth.
Lamb-Weston also plans a continued focus on finding innovative,
environmentally sustainable ways of improving its operations. A Lamb-Weston
agreement with power company U.S. Generating Co. is a good example. Early in
fiscal 1997, a U.S. Generating cogeneration plant, powered by natural gas, will
open next to Lamb-Weston's Hermiston, Oregon plant and supply electricity in
the Pacific Northwest. Lamb-Weston will purchase the zero-discharge power
plant's steam byproduct at a reduced cost and, as a result, not only save money
but also burn less natural gas.
Arrow Industries, Inc. is a leading manufacturer and national distributor of
private label consumer products for the grocery trade, principally supermarket
retailers and wholesalers. Products include dried beans, rice, popcorn, pepper
and spices, aluminum foil, plastic bags and wraps, flexible packaging, paper
plates and bags, vegetable oil, charcoal and lighter fluid. Annual sales are
about $275 million.
In the second half of fiscal 1996, Arrow acquired the Alcan Household Foil
business, a major distributor of private label aluminum foil products to
supermarkets and wholesalers.
Arrow had a good year in fiscal 1996, with earnings above plan and well
above the fiscal 1995 level. Arrow's new management team worked well together
and implemented several strategic initiatives to improve its business,
including significant investments in information systems and a
customer-centered reorganization of the business.
Because of the breadth of products in Arrow's portfolio, results are
generally mixed to some degree. The edible bean business did well, as did
the plastics business, in spite of high and volatile resin prices. The
charcoal business was under margin pressure and had a difficult year. Arrow's
European charcoal joint venture brought its new plant on line and is
well-positioned to sell the charcoal briquet concept in Europe, where lump
charcoal is still the norm.
ConAgra's seafood businesses market a wide variety of seafood products.
They include ConAgra Shrimp Companies, O'Donnell-Usen U.S.A., Usen Fisheries --
a Canadian joint venture -- and the Gelazur seafood distribution joint venture
in France. Early in fiscal 1996, ConAgra reduced its share in Trident Seafood
Corporation from 50 percent to 10 percent. Total seafood sales, excluding
seafood joint ventures, were about $200 million in fiscal 1996.
Our seafood businesses had a difficult year, as extreme price volatility and
continued supply shortages of some varieties of seafood challenged the
industry. Our seafood earnings were well below plan and the previous year.
Shrimp prices were volatile throughout the year, and the industry was hurt
by excess, high-cost inventories. There were record low prices for some sizes
of shrimp and shortages of other sizes. In this environment, ConAgra Shrimp's
earnings declined.
In the second half of fiscal 1996, ConAgra Shrimp Companies acquired the
assets of Meridian Products, Inc., a worldwide trader and sourcer of a wide
variety of seafood. Meridian's strong international presence adds an
important dimension to our domestic shrimp processing operations. Meridian has
already opened up significant new access for ConAgra Shrimp to be a major sales
agent for premium-quality, ocean-caught Mexican shrimp.
O'Donnell-Usen and Usen Fisheries' results continued to suffer from resource
shortages, but O'Donnell-Usen, the U.S. marketing side of the business, made
good progress in their private label business. The Canadian sourcing side of
the business, the Usen Fisheries joint venture, was restructured in fiscal 1996
to allow the business to operate at a vastly reduced level. Earnings also
declined for Gelazur, our French joint venture seafood business.
ConAgra Foods Limited, our frozen food business in the U.K., had a good
year, with earnings well above the previous year. A new microwave french fry
and popcorn plant successfully began operations, and volumes increased nicely
after the new capacity was on stream. A microwavable burger-and-fry
combination was introduced, and a new sales organization began representing
three ConAgra companies in the U.K. (ConAgra Foods Limited, Lamb-Weston and
Golden Valley).
Earnings declined for our pet products business in fiscal 1996. It was a
year of reorganization. The business successfully implemented a new
management information system that should help results in future years.
This business also expanded their distribution beyond grocery channels into
mass merchandiser and pet superstore channels, and began developing private
label pet products to offer new choices to their customers.
ConAgra Diversified Products Companies as a group had lower earnings
in fiscal 1996 than in fiscal 1995. The major decline was in the seafood
businesses. These companies continue to make good international progress in
sourcing, manufacturing and distribution. We expect earnings to increase in
fiscal 1997.
Refrigerated Foods------------------
Refrigerated Foods operating profit decreased 8 percent, in large part because
escalating grain prices drove up feed costs and squeezed margins before normal
industry adjustments could soften the impact. Operating profit increased in the
cheese products, processed meats, chicken products and turkey products
businesses. Earnings dropped in beef and pork. Segment sales decreased 4
percent mainly due to lower selling prices in the beef industry, divestitures
and the transfer of a trading business to the Food Inputs & Ingredients
segment.
customer focus (contains photo of man with apron and woman holding platter
of hamburgers and food product photos of Butterball Smoked Young Turkey
and Armour Premium Hot Dogs)
2 pie charts:
Segment Sales
(In millions)
1996 $12,987.3
1995 $13,503.3
% Change -3.8%
Operating Profit
(In millions)
1996* $ 384.9
1995 $ 416.4
% Change -7.6%
*Fiscal 1996 segment operating profit excludes certain non-recurring
charges. Segment operating profit after the charges was $106.3 million.
See Note 2 on page 41.
Refrigerated Foods------------------
ConAgra Refrigerated Foods Companies include our companies that produce and
market branded processed meats, deli meats, beef and pork products, chicken and
turkey products and cheese products. These companies share common distribution
characteristics and many synergistic opportunities among the businesses and in
the marketplace.
Our Refrigerated Foods Companies are re-designing their business processes
to better serve their retail and foodservice customers and meet consumers'
needs. New systems and processes will allow faster and better response to
consumer demand, better information for us and our customers on demand
patterns, and much more efficient movement of products. Significant
investments in infrastructure enhancements are expected to improve these
businesses meaningfully.
ConAgra Refrigerated Foods Companies is the part of ConAgra most affected by
the restructuring announced in May 1996. Actions taken by our Refrigerated
Foods Companies will substantially improve the manufacturing efficiencies and
customer responsiveness in our meat, poultry and cheese businesses. These
actions include closing two beef plants in the U.S. and three in Australia, and
closing four U.S. processed meat plants, one U.S. cheese plant, three U.S.
poultry plants and 16 refrigerated foods distribution centers in the U.S.
In connection with the restructuring, plans have been announced to build a
new pork plant in Indiana or Kentucky and a new cattle hides further processing
plant in Texas, redesign and renovate a poultry plant in Louisiana and expand
beef plants in Kansas and Australia. We also are building a new processed
meats plant and expanding another processed meats plant in Kansas.
Our processed meat brands include Armour, Swift Premium, Eckrich,
Butterball, Healthy Choice, Longmont, Cook's, Hebrew National, Brown 'N Serve,
Golden Star, Decker, Webber's, and National Deli. Products include hot dogs,
bacon, hams, sausages, cold cuts, turkey products and kosher products.
Processed meat sales, excluding turkey-based products, are about $1.8 billion
annually.
New products introduced in fiscal 1996 include a seven-item line of Healthy
Choice pre-sliced deli meats, Healthy Choice Breakfast Sausage, Healthy Choice
Beef Smoked Sausage, five flavors of Healthy Choice Hearty Deli Flavor Lunch
Meat, four varieties of Armour Max Pax Lunchmakers, Armour Turkey Summer
Sausage (with 70-percent less fat), Eckrich Fat Free Franks and Fat Free
Bologna, Healthy Choice Browned Turkey Breast and Honey Maple Ham deli
products, Hebrew National Lean Smoked Turkey Sausage, Hebrew National Beef Hot
Sausage, and Hebrew National Lean Beef Salami and Bologna.
Overall processed meat earnings increased in fiscal 1996, helped by good
results for Healthy Choice processed meat products and a turnaround in the
kosher products business. A selling price increase in the fourth quarter of
the year partially covered a significant increase in raw materials costs during
the year.
New sausage products helped the Healthy Choice processed meat line achieve
another year of increased unit volumes. The Cook's ham business had a good
year and beat their plan, although earnings were below fiscal 1995's
extraordinarily strong results. We expect improved processed meat earnings in
fiscal 1997.
ConAgra's fresh meat businesses produce and market beef, pork and lamb
products for customers in domestic and international markets.
Annual sales of ConAgra's U.S.-based fresh meat companies exceed $7 billion.
In fiscal 1996, these companies processed about 6.1 million head of cattle and
9.4 million hogs. Annually, these companies produce more than five billion
pounds of beef products and nearly two billion pounds of pork products. We
also have cattle feeding operations that in fiscal 1996 supplied less than 10
percent of the needs for our U.S. beef plants.
In addition to the U.S.-based meat businesses, ConAgra owns approximately 91
percent of Australia Meat Holdings Pty Ltd. (AMH), a major Australian beef
processor and exporter headquartered in Brisbane. AMH's annual production is
about 800 million pounds of beef products; annual sales exceed $900 million.
Fiscal 1996 was a year of change for our beef businesses, from new
management to new systems. Significant capital investments to lower processing
costs and improve quality, and a plant capacity rationalization to structure
the business to better fit the customer base, are expected to pay dividends in
the years ahead. Beef plant improvements include expansion of plant chill
capacity, automated distribution and box handling systems, and specialized
manufacturing capabilities to meet the needs of customers in Japan. The new
cattle hides processing plant in Texas, scheduled to open in April 1997, is
designed to improve profit margins in beef processing.
The beef processing businesses performed reasonably well in fiscal 1996, but
earnings declined from fiscal 1995's strong level. Cattle feeding earnings,
which were hurt by record-high grain prices and low cattle prices in fiscal
1996, fell dramatically.
AMH's results were significantly worse than in fiscal 1995. The beef
industry in Australia was under considerable pressure from the U.S. beef
industry, as low cattle prices made U.S. beef more competitive than Australian
beef in export markets. The industry problems were complicated for AMH by
expenses related to labor issues, which have now been resolved. We expect
industry conditions in fiscal 1997 to remain challenging, but AMH results
should get progressively better during the year.
Swift & Company, the fresh pork business, continued in fiscal 1996 to show
the kind of improvements we expected as a result of prior years' capital
investments and plant capacity rationalization, and the pork management team's
sharp focus on the right issues. The pork business had an excellent year, but
earnings were below fiscal 1995's record level, when raw materials were at
record low prices.
Swift focused on adding value to their products, improving production
efficiencies and increasing value-based procurement. During fiscal 1996, the
pork business expanded distribution of its line of case-ready Armour Premium
branded pork products. Further expansion is planned in fiscal 1997. Improved
cooler capacity at the two largest pork plants, brought on stream during fiscal
1996, will be an advantage as Swift continues to grow its international
business.
Swift acquired an Indiana pork slaughter plant in the last quarter of fiscal
1996 and is modifying it to operate as a value-added processing plant.
Construction will begin in fiscal 1997 on a new state-of-the-art pork plant in
Indiana or Kentucky to replace Swift's outdated plant in Louisville, Kentucky.
The new plant will include complete capability to produce case-ready products.
The beef and pork industries will remain challenging in fiscal 1997, but we
expect that improvements in our beef and pork businesses will result in
increased earnings.
Beatrice Cheese Company is a producer and marketer of cheese products and
dessert toppings. Annual sales exceed $950 million. Branded products include
Healthy Choice fat-free cheese, Treasure Cave blue cheese, County Line natural
cheeses, Pauly cheeses for foodservice markets and Reddi-Wip dessert toppings.
A line of fat-free Reddi-Wip toppings will be introduced in fiscal 1997. Early
in fiscal 1996,the Alum Rock Foodservice business, a West Coast cheese product
distributor, was sold.
Fiscal 1996 was another excellent year for Beatrice Cheese, with earnings
well above plan and dramatically higher than in fiscal 1995. Retail and
foodservice cheese products achieved good volume growth, as did the Reddi-Wip
product line. Healthy Choice fat-free cheese products continued to perform
well in the marketplace. Significant operating and cost improvements, a keener
market focus and exiting the milk processing business in fiscal 1996 set the
stage for another good year for Beatrice Cheese in fiscal 1997.
Our chicken and turkey businesses are leading producers and marketers of
chicken and turkey products for retail and foodservice markets. Principal
chicken brands are Butterball, Country Pride, Country Skillet and To-Ricos.
Principal turkey brands are Butterball and Longmont.
Our chicken products company had fiscal 1996 sales of about $1.5 billion.
Our turkey products company had sales of about $600 million. Our broiler
chicken production volume for the year exceeded 1.4 billion dressed pounds.
More than 675 million pounds of turkey products were sold.
U.S. per capita consumption of chicken products continued its long-term rise
in fiscal 1996. Likewise, foreign demand for U.S. broiler meat continued
strong, and in spite of a temporary slowdown of exports to Russia, broiler
exports continued to rise.
The major problem for the poultry industry and our chicken and turkey
companies in fiscal 1996 was the record-high corn prices. Our chicken products
business improved dramatically in fiscal 1996, but the progress was masked by
the high grain costs. Results were better in fiscal 1996 than in the previous
year, but the numbers don't reflect the magnitude of the positive change in the
business.
Significant capital investments improved production facilities. New
management is clearly focused on marketing, sales, cost, quality, upgrading the
entire organization and, as a result, improving profitability. Assets of a
Delaware poultry complex and of the Mott's-Blue Coach Foods poultry processing
business were sold during the first half of fiscal 1996. The business should
be further boosted by the capacity rationalization announced as part of the
fiscal 1996 restructuring charge. We expect fiscal 1997 earnings in our
chicken products business to begin to reflect the business improvements,
although our expectations are tempered somewhat by continued high grain
costs.
Early in fiscal 1997, ConAgra Poultry Company acquired certain assets of
Texas Smokehouse Foods, Inc. Texas Smokehouse Foods produces smoked,
batter-breaded and marinated meat and poultry products sold mainly through
foodservice channels. This acquisition supports ConAgra Poultry's plan to
increase its foodservice presence and to focus on value-added products.
Butterball Turkey Company, which includes the Butterball and Longmont
businesses, increased earnings in fiscal 1996. Results would have been
substantially better, however, if grain costs had been at a more normal level.
Butterball maintained strong market positions for their branded turkey
products, with good growth in some segments. New Butterball turkey products
introduced in fiscal 1996 include Butterball Thin and Crispy Bacon, Butterball
Deli Thin lunch meat in two flavors and Butterball Fat Free Turkey Breast for
the deli.
The Longmont business has become primarily a producer of turkey products for
other ConAgra companies, a good arrangement for both Longmont and their
internal ConAgra customers. Our turkey businesses will be hard-pressed to
increase their earnings in fiscal 1997 unless feed costs moderate somewhat.
Our refrigerated foods businesses will continue their business process
improvements in fiscal 1997. Infrastructure enhancements are on track in
customer service, transportation, technology, product development and support
systems. A strategic focus on adding value to our refrigerated products is
already paying dividends for these businesses. A companywide focus on training
is well under way. We expect the fiscal 1997 results to begin to reflect these
initiatives. Earnings should increase strongly.
"We are fundamentally transforming our businesses -- systems, processes,
culture and expectations --- to leverage our protein powerhouse. We have the
leaders and the teams in place to make our businesses the best in their
industries in product quality and customer service."
Lee Lochmann
President & Chief Operating Officer
ConAgra Refrigerated Foods Companies (photo of Lee Lochmann)
Throughout this segment appears photos of the following refrigerated foods
products: Eckrich Lunch Makers Sausage Pizza, Swift Premium Brown 'N Serve,
Country Pride Fresh Chicken, Healthy Choice Fat Free American Singles,
Butterball Fresh Chicken Roasting Broiler, Decker Bacon, Armour Seasoned Pork
Roast, County Line Mozzarella Cheese, Webber Farms Original Mild Sausage,
Cook's Spiral Sliced Honey Ham, Monfort Gold Corned Beef Brisket, Healthy
Choice Lowfat Deli Thin Sliced Honey Ham, Butterball Fresh Chicken Lemon Butter
Breast Fillets, Hebrew National Reduced Fat Beef Bologna, Hebrew National Beef
Franks, Reddi Wip, Butterball Lean Fresh Turkey Hot Italian Sausage, Healthy
Choice Fat Free Nonfat Cream Cheese, Hebrew National Thin Sliced Oven Roasted
Turkey Breast, Cook's Ham Steak, Treasure Cave Blue Cheese.
new dimensions (photos of:farmer with UAP cap and holding wheat,
Eagle Mills Pizza Crust Mix and Healthy Choice bread)
Food Inputs & Ingredients-----------
Many businesses contributed to the strong Food Inputs & Ingredients operating
profit growth of 35 percent. They include grain merchandising, the crop inputs
business, commodity services, specialty food ingredients and the dry edible
bean business. The segment's profit performance also benefited from a barley
malting business acquisition during fiscal 1996 and business dispositions the
previous year. A 13-percent segment sales gain was due to volume growth,
higher commodity prices and the transfer of a trading business from the
Refrigerated Foods segment.
2 pie charts:
Segment Sales
(In millions)
1996 $ 6,572.9
1995 $ 5,799.5
% Change +13.3%
Operating Profit
(In millions)
1996* $ 333.6
1995 $ 246.7
% Change +35.2%
*Fiscal 1996 segment operating profit excludes certain non-recurring
charges. Segment operating profit after the charges was $236.5
million. See Note 2 on page 41.
"The coming changes in the world of agriculture are mind-boggling, but we have
built a business that can seize the opportunities changes will bring. We've
designed our businesses in anticipation of a rapidly growing world population,
burgeoning demand for agricultural products, increasing environmental concerns
and the biotechnology revolution."
Floyd McKinnerney
President & Chief Operating Officer
ConAgra Agri-Products Companies
(photo of Floyd McKinnerney)
Inputs------------------------------
ConAgra Agri-Products Companies' major businesses provide
inputs---crop protection chemicals, fertilizers and seeds --- that farmers
need to grow their crops. ConAgra Agri-Products Companies also include our
specialty retailing business and our participation in a number of developmental
businesses.
These businesses are building on their strengths in distribution and
technology. Our crop input distribution system spans North America and
is growing in both domestic and international markets, handling a product mix
geared to our customers' changing needs. Our strong technology base is leading
to the development of promising new businesses and products for agricultural
and industrial markets.
As agriculture begins to benefit from the commercialization of
biotechnology, ConAgra Agri-Products Companies are uniquely positioned both to
distribute new products and to identify potential applications in the food
industry and linkages to other ConAgra companies.
Crop Protection Chemicals and Fertilizer Products
United Agri Products (UAP) is the leading distributor of crop protection
chemicals to North American markets and a major marketer of fertilizers. This
core inputs business serves customers in most major agricultural areas of the
U.S. and Canada. UAP distributes a broad line of branded pesticides,
fertilizers and seeds; formulates and distributes its own products under the
Clean Crop label; and operates Cropmate retail outlets in the Midwest and
Louisiana. Annual sales are about $2.5 billion.
During fiscal 1996, UAP grew its crop input business across the U.S. and in
Canada, Mexico, the United Kingdom and Chile. UAP also achieved good growth in
its seed distribution and horticultural supply businesses. With the
divestiture of Omaha Vaccine in the first half of fiscal 1996, UAP has almost
completely exited the animal health business, which had been unprofitable.
UAP continued to demonstrate a commitment to responsible environmental
stewardship. UAP's environmental services group educates customers and
businesses across the U.S. on the environmentally sensitive use of agricultural
chemicals. UAP also continued its nationwide leadership in chemical container
recycling. To date, UAP has collected about 5.5 million empty crop protection
chemical containers and recycled them into plastic chips. UAP then uses the
chips to manufacture reusable plastic shipping pallets, and is researching
additional uses for recycled containers.
The U.S. crop protection chemical sector had a good year in fiscal 1996.
The increasing global demand for food, more planted acres and record-high
prices for corn and wheat helped the industry more than weather-related
planting delays hurt it.
UAP had an excellent year, its thirteenth consecutive year of record sales
and earnings. The UAP team achieved growth in sales and earnings for both
pesticides and fertilizers.
The year's strong performance was achieved, in part, because of UAP's
geographic diversity. The late, wet 1995 spring hurt results in the midwestern
U.S., but the other U.S. markets and the international business, notably Canada
and Mexico, made significant contributions.
In fiscal 1997, UAP plans continued growth through both internal expansion
and acquisitions. Early in fiscal 1997, UAP acquired the assets of Willmot
Pertwee, Limited, a full-service retail distributor of agricultural chemicals
in the United Kingdom. This acquisition gives UAP a leadership position in
agricultural chemicals distribution in the U.K.
Fiscal 1997 results should benefit from continued improvements in product
mix and from a major UAP initiative to maximize the efficiency of its
distribution system. The severe drought in Texas, Oklahoma and Kansas,
and the late, wet spring in the midwestern U.S. are negatives for fiscal 1997,
but continued high grain prices and another increase in planted acres are
positives for UAP. We expect another year of increased earnings.
Joint Ventures
ConAgra Agri-Products Companies' joint ventures with DuPont draw on
renewable resource technology to develop innovative and environmentally
friendly products and solutions for agricultural and industrial markets.
The largest joint venture with DuPont, DuCoa, manufactures and markets
nutrient additives for animal feeds and sells products to food and
nutraceutical markets. DuCoa also produces animal plasma products utilizing
raw materials from ConAgra beef and pork plants. DuCoa, which includes the
company previously known as NutriBasics, had a record year of sales and
earnings. An innovative new DuCoa product, N-Sure, was in the final stage of
FDA approval at press time. N-Sure is a mold retardant for broiler chicken
feed, the only product of its kind to seek FDA approval as a feed additive.
ConAgra and DuPont also have a number of smaller joint venture developmental
companies with significant growth potential for the future. Several new
products are either on the market or will be marketed in fiscal 1997. EnPac,
for example, is an environmentally friendly molded foam product used as a
packing material. Another new product, ProtiMax, was recently introduced by
DuCoa to the swine industry. ProtiMax, which uses new egg biologics technology
developed by a ConAgra/DuPont joint venture, is a feed supplement that helps
baby pigs grow optimally.
The ConAgra/DuPont joint venture companies as a group were profitable in
fiscal 1996. We expect increased earnings in fiscal 1997.
Specialty Retailing
ConAgra's specialty retailing business includes 125 Country General stores
operating under the names Country General, Wheelers, S & S, Sandvig's, Peavey
Ranch and Home, and Anfinson's. The Northwest Fabrics & Crafts chain, formerly
part of our specialty retailing business, was sold in the fourth quarter of
fiscal 1996.
As part of the restructuring announced in May 1996, Country General plans to
close 11 stores in fiscal 1997, including all nine Peavey Ranch and Home stores
in California. A California distribution center also will close.
Country General Stores carry merchandise targeted for country living,
including clothing, boots and other footwear, housewares, lawn and garden
supplies, farm and ranch supplies, hardware, animal care products and sporting
goods. Four new stores were opened during fiscal 1996; one store was closed.
Country General's sales grew modestly in fiscal 1996, but earnings declined,
hurt by lower-than-normal sales in the fall and holiday selling seasons. In
fiscal 1997, improved efficiencies, better cost and inventory control, and
stronger sales are expected to contribute to improved earnings.
Food Ingredients--------------------
ConAgra Trading and Processing Companies are involved primarily in the
processing and distribution or trading of ingredients for food products and
meat and poultry production. Annual net sales are about $3.7 billion.
These businesses are leveraging their strengths in traditional commodity
processing and trading to provide customers with value-added food products
and ingredients. These businesses also are building a targeted international
network to serve our customers as they grow and to strategically position
ConAgra in growing markets around the world.
Distribution and Trading
ConAgra's distribution and trading businesses, which primarily move food and
feed ingredients from areas of surplus to areas of need, include offices in 15
nations and extensive merchandising facilities and transportation assets in the
United States.
Major businesses are ConAgra Grain Companies, a worldwide grain
merchandiser, Klein-Berger Company, an international merchandiser of pulses --
dry edible beans, peas and lentils -- and international fertilizer trading.
Other businesses include the Australian wool business, a soybean crushing
business in Argentina and European commodity trading. Early in fiscal 1996, we
sold Petrosul International Ltd., a Canadian sulfur business.
ConAgra's distribution and trading companies had an outstanding year, with
earnings far above plan and the previous year. ConAgra Grain, Klein-Berger and
non-core business dispositions in the prior year were the major source of
fiscal 1996 earnings growth.
The largest business, ConAgra Grain, increased earnings dramatically. A new
management team performed exceptionally well, and results were helped by high
grain prices and strong export demand. ConAgra Grain's barge business
benefited from heavy demand and achieved results well above plan.
Fiscal 1997 should be another good year for ConAgra Grain, but it is
unlikely that earnings will match fiscal 1996's record level.
Klein-Berger's earnings increased, with results well ahead of fiscal 1995.
World demand for beans is strong, and Klein-Berger benefited from volatile
prices and tight bean supplies. We expect increased earnings again in fiscal
1997.
International fertilizer trading performed well in fiscal 1996, helped by
continued strong global demand for fertilizer. Earnings increased for the
Argentine soybean crushing business and the European commodity trading
business. Earnings declined significantly in the Australian wool business.
We expect another good year for our distribution and trading businesses in
fiscal 1997, but we expect earnings to be below fiscal 1996's extraordinarily
strong level.
Throughout this segment appears Food Inputs & Ingredients product photos
of: Activator 90, Grower's Choice Systemic Rose & Flower Care, DuCoa
Protimax, Envirofill 100% Biodegradable Loose Fille, DuCoa 60% Choline
Chloride, Kleenup UltraFast Grass & Weed Killer and LI 700.
Grain Processing
ConAgra's grain processing businesses include flour milling in the U.S., Canada
and Puerto Rico; oat milling in the U.S., Canada and the United Kingdom;
dry corn milling in the U.S. and Germany; tortilla manufacturing in the U.S.;
barley malting in Argentina, Australia, Canada, China, Denmark, the U.K. and
Uruguay; specialty food ingredient manufacturing and marketing in the U.S.;
commodity services marketing in the U.S., Australia, Canada, Germany and
Mexico; and animal feed production and marketing in the U.S., Puerto Rico,
Spain and Portugal.
ConAgra Flour Milling Company is a leader in the U.S. flour milling industry
with 24 mills in 13 states. ConAgra also jointly owns six flour mills, four in
Canada and two in the U.S. During fiscal 1997, we intend to sell our interest
in the four mills in Canada. Annual flour volume, excluding the Canadian
mills, is about 7.2 billion pounds.
Fiscal 1996 was a difficult year for the flour milling industry. Wheat
prices were at record highs, and supplies were tight. For the second
consecutive year, flour exports from the U.S. were very low, freeing up
domestic capacity and intensifying competition. New entrants in the industry
added more capacity, and the per capita consumption of flour declined slightly
for the first time in a decade.
In this environment, compounded by poor results in Canada, ConAgra
Flour Milling's earnings declined in fiscal 1996. In addition to beginning the
process of selling the Canadian business, ConAgra Flour Milling is
restructuring the U.S. flour milling business to improve efficiency, quality
and profitability. We exited the bulk durum flour business in fiscal 1996 and
closed two bulk durum mills.
Industry conditions are expected to remain challenging, but we believe
the actions taken to improve the flour milling business will result in
increased earnings in fiscal 1997.
ConAgra Specialty Grain Products Company includes the barley malting,
oat milling and dry corn milling businesses, and Casa de Oro Foods, a
manufacturer of wheat flour tortillas for foodservice and retail customers.
During fiscal 1996, ConAgra Specialty Grain continued to expand the tortilla
business, completed the addition of an oat oil extraction plant at our major
U.S. oat mill, and completed and opened a $30 million joint venture barley
malting facility in Denmark.
In the first half of fiscal 1996, we acquired Canada Malting Co. Limited,
one of the world's largest producers of malted barley, gaining malting
operations in Canada, the U.S. and the U.K. and barley malting joint ventures
in Argentina and Uruguay. To form a strategic alliance, we sold 50 percent of
the malting business to South Africa-based Tiger Oats Limited at the end of
fiscal 1996. The ConAgra/Tiger Oats alliance positions us well for barley
malting leadership in both established and emerging markets worldwide.
ConAgra Specialty Grain increased earnings in fiscal 1996, primarily as a
result of the Canada Malting acquisition. The barley malting, tortilla and oat
milling businesses increased earnings; earnings were down in the dry corn
milling business.
We expect good results for the Specialty Grain businesses in fiscal 1997,
but reported earnings will decline mainly because of the new joint venture
structure of the malting business.
Our commodity services business, which includes feed ingredient
merchandising, energy services and the Becher protein division, had an
outstanding year. The business achieved good volume and earnings growth,
helped by volatile markets. Earnings in Spain and Portugal declined, in part
due to costs associated with exiting the poultry business there. Earnings
declined in our U.S. feed business.
In fiscal 1996, earnings declined in our grain processing business in Puerto
Rico, partly due to a long-running labor dispute that was resolved during the
year. Construction began on a fully automated $20 million flour mill that will
replace the current mill in fiscal 1998 and significantly improve our milling
operations in Puerto Rico.
United Specialty Food Ingredients Companies manufacture and market a
broad line of natural spices, blended seasonings, natural flavors, spray-dried
food ingredients, meat-flavored sauces, gravies and soup bases, food oils, lard
and processed eggs. Early in fiscal 1996, United Specialty Food Ingredients
acquired Raul L. Navarro-Chile, S.A., a Chilean processor and exporter of
paprika products.
United Specialty Food Ingredients had an excellent year, with earnings above
plan and well above the previous year. The J.M. Swank food ingredient
distribution business continued to grow, opening a service center in Texas and
achieving excellent results. The Cal-Compack ingredient business, which did
poorly in fiscal 1995 (its first full year as part of United Specialty Food
Ingredients), achieved a strong turnaround in fiscal 1996.
Total grain processing earnings increased in fiscal 1996. We expect another
increase in fiscal 1997.
"Rapidly growing worldwide demand for grain and grain-based products is
a golden opportunity for our businesses. We are in an excellent position to
meet that demand in the years ahead with both commodity grain and value-added
grain-based products."
Tom Manuel
President & Chief Operating Officer
ConAgra Trading and Processing Companies
(photo of Tom Manuel)
Photos: Mamacita's Home Style flour tortillas and teenage boy and girl eating
nachos.
Photo: Healthy Choice Cereal, Cookies, Bread Crisps
Cutline: Healthy Choice has grown into one of only a handful of supermarket
food brands with more than $1 billion in annual retail sales. ConAgra markets
more than 300 Healthy Choice products, and annual retail sales are about $1.4
billion. Three lines of Healthy Choice grain-based products are marketed under
separate licensing agreements: Healthy Choice cereals are produced by Kellogg
USA, Inc., Healthy Choice Bread is produced by Metz Baking Company (a division
of Specialty Foods Corp.), and Healthy Choice cookies and bread crisps, new in
fiscal 1996, are produced by Nabisco Biscuit Company.
Throughout this segment also appears product photos of: ConAgra Buccaneer
Bakers Flour, To-Ricos, Eagle Mills Best Loaf Breakfast Bread Mix, ConAgra
American Beauty High Ratio Cake Flour and Amapola Corn Meal.
SALES & OPERATING PROFIT BY SEGMENT
Dollars in millions
Fiscal Year
1996 1995 1994 1993 1992
Including Excluding
Non- Non-
recurring recurring
Charges Charges
- -------------------------------------------------------------------------
Grocery/Diversified Products
Sales $5,261.4 $5,261.4 $4,809.5 $4,303.1 $4,105.4 $4,148.0
Percent
of total 21.2% 21.2% 19.9% 18.3% 19.1% 19.5%
Operating
profit 644.7 721.8 629.9 526.4 477.5 412.5
Percent
of total 65.3% 50.1% 48.7% 46.1% 45.4% 39.3%
- -------------------------------------------------------------------------
Refrigerated Foods
Sales $12,987.3 $12,987.3 $13,503.3 $13,832.2 $12,420.7 $12,105.1
Percent
of total 52.3% 52.3% 56.0% 58.8% 57.6% 57.0%
Operating
profit 106.3 384.9 416.4 398.6 354.1 402.8
Percent
of total 10.8% 26.7% 32.2% 35.0% 33.7% 38.3%
- -------------------------------------------------------------------------
Food Inputs & Ingredients
Sales $6,572.9 $6,572.9 $5,799.5 $5,382.1 $5,018.4 $4,983.4
Percent
of total 26.5% 26.5% 24.1% 22.9% 23.3% 23.5%
Operating
profit 236.5 333.6 246.7 215.5 219.4 235.1
Percent
of total 23.9% 23.2% 19.1% 18.9% 20.9% 22.4%
- ------------------------------------------------------------------------
Total
Sales $24,821.6 $24,821.6 $24,112.3 $23,517.4 $21,544.5 $21,236.5
Operating
profit* 987.5 1,440.3 1,293.0 1,140.5 1,051.0 1,050.4
Interest
expense 290.4 290.4 258.1 239.6 246.4 302.0
General
corporate
expense** 219.0 164.0 137.6 107.3 101.5 89.3
Goodwill
amortization 69.5 69.5 71.4 73.6 71.7 71.4
- ------------------------------------------------------------------------
Income
before
income
taxes $ 408.6 $ 916.4 $ 825.9 $ 720.0 $ 631.4 $ 587.7
*Operating profit is profit before interest expense (except financial
businesses), goodwill amortization, general corporate expense and income
taxes.
**The fiscal 1996 increase in general corporate expense, excluding
non-recurring charges, was caused by factors other than corporate payroll
and operating expenses, which decreased slightly. Distributions on a
subsidiary's preferred securities are the largest component of the
fiscal 1996 increase and the cause of the fiscal 1995 increase.
TEN-YEAR RESULTS
Dollars in millions except per share amounts
- -------------------------------------------------------------------------------
Fiscal Year 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------
FOR THE YEAR
Net sales $24,821.6 $24,112.3 $23,517.4 $21,544.5 $21,236.5
Income from continuing
operations before
income taxes and
cumulative effect of
change in accounting
principle 408.6* 825.9 720.0 631.4 587.7
After-tax income from
continuing operations and
before cumulative effect
of change in accounting
principle 188.9* 495.6 437.1 391.5 372.4
Net income 188.9* 495.6 437.1 270.3 372.4
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $.79* $2.06 $1.81 $1.58 $1.50
Net income $.79* $2.06 $1.81 $1.06 $1.50
Cash dividends declared
per share of common
stock $.92 $.803 $.695 $.600 $.520
Market price per share
of common stock
High $47.13 $34.50 $29.38 $34.25 $36.25
Low $32.50 $28.25 $23.00 $22.75 $24.50
Last $42.00 $32.25 $28.50 $25.13 $25.88
Weighted average number
of common and common
equivalent shares
outstanding
(in millions) 229.5 229.0 228.5 233.0 231.9
Additions to property,
plant and equipment,
including
acquisitions $1,016.1 $557.2 $498.6 $392.7 $378.9
Depreciation and
amortization 407.9 375.8 368.4 348.7 319.3
- -------------------------------------------------------------------------------
Fiscal Year 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------
- -
AT YEAR END
Total assets $11,196.6 $10,801.0 $10,721.8 $ 9,988.7 $9,758.7
Current assets 5,566.9 5,140.2 5,143.3 4,486.7 4,371.2
Current liabilities 5,193.7 3,964.9 4,752.8 4,272.6 4,081.3
Working capital 373.2 1,175.3 390.5 214.1 289.9
Property, plant and
equipment, net 2,820.5 2,796.0 2,586.3 2,388.2 2,276.8
Capital investment 6,002.9 6,836.1 5,969.0 5,716.1 5,677.4
Senior long-term debt
(noncurrent) 1,512.9 1,770.0 1,440.8 1,393.2 1,694.4
Subordinated long-term
debt (noncurrent) 750.0 750.0 766.0 766.0 430.0
Preferred securities of
subsidiary company 525.0 525.0 100.0 -- --
Redeemable preferred
stock -- 354.9 355.6 355.9 356.0
Common stockholders'
equity 2,255.5 2,495.4 2,226.9 2,054.5 2,232.3
Stockholders' equity
(all classes) 2,255.5 2,850.3 2,582.5 2,410.4 2,588.3
Common stockholders'
equity per share $9.93 $11.03 $9.86 $9.02 $9.62
TEN-YEAR RESULTS (CONT.)
- -------------------------------------------------------------------------------
Fiscal Year 1991 1990 1989 1988 1987
- -------------------------------------------------------------------------------
FOR THE YEAR
Net sales $19,528.3 $15,519.3 $11,340.4 $9,485.5 $ 9,004.4
Income from continuing
operations before income
taxes and cumulative effect of
change in accounting
principle 515.2 356.9 312.2 240.1 271.5
After-tax income from
continuing operations
and before cumulative
effect of change in
accounting principle 311.2 231.7 197.9 154.7 148.7
Net income 311.2 231.7 197.9 154.7 148.7
Earnings per common and
common equivalent share
Continuing operations and
before cumulative effect
of change in accounting
principle $1.42 $1.25 $1.09 $.86 $.82
Net income $1.42 $1.25 $1.09 $.86 $.82
Cash dividends declared per
share of common stock $.445 $.385 $.331 $.288 $.249
Market price per share
of common stock
High $32.50 $21.25 $15.89 $16.89 $15.11
Low $19.67 $14.11 $12.00 $9.28 $11.03
Last $30.33 $20.50 $15.22 $12.33 $11.89
Weighted average
number of common and
common equivalent
shares outstanding
(in millions) 205.3 184.8 180.8 178.2 179.0
Additions to property,
plant and equipment,
including
acquisitions $1,159.9 $349.3 $241.1 $196.3 $178.3
Depreciation and
amortization 250.8 129.7 101.7 89.5 77.4
- -------------------------------------------------------------------------------
Fiscal Year 1991 1990 1989 1988 1987
- -------------------------------------------------------------------------------
AT YEAR END
Total assets $9,420.3 $4,804.2 $4,278.2 $3,042.9 $2,482.5
Current assets 4,342.9 3,347.7 3,160.4 2,076.2 1,707.1
Current liabilities 4,087.4 2,967.5 2,651.5 1,636.1 1,236.6
Working capital 255.5 380.2 508.9 440.1 470.5
Property, plant and
equipment, net 1,941.5 1,034.7 825.5 696.1 601.9
Capital investment 5,332.9 1,836.7 1,626.7 1,406.8 1,245.9
Senior long-term
debt (noncurrent) 1,663.0 605.4 530.1 489.9 428.7
Subordinated long-term
debt (noncurrent) 430.0 30.0 30.0 -- --
Preferred securities of
subsidiary company -- -- -- -- --
Redeemable preferred
stock 356.1 2.2 8.7 9.6 13.3
Common stockholders'
equity 1,817.4 1,095.8 949.5 814.4 722.5
Stockholders' equity
(all classes) 2,173.5 1,098.0 958.2 824.0 735.8
Common stockholders'
equity per share $8.67 $5.95 $5.25 $4.64 $4.12
*1996 amounts include non-recurring charges: before tax, $507.8 million; after
tax, $356.3 million, or $1.55 per common share. Excluding the charges, fiscal
1996 income before income taxes was $916.4 million, net income was $545.2
million and earnings per share were $2.34.
Results exclude restatements in 1991 and prior years for subsequent events such
as mergers accounted for as poolings of interests, and restatements in 1989 to
reflect the required consolidation of ConAgra's finance companies.
Per share results reflect the following common stock splits: three-for-two
in 1989 and three-for-two in 1991 (calendar years).
MANAGEMENT'S DISCUSSION & ANALYSIS
INTRODUCTION
Our objective in this discussion is to help stockholders understand
management's views on ConAgra's financial condition and results of operations.
This discussion should be read in conjunction with the financial statements and
the notes to the financial statements. Unless otherwise indicated, years
(1995, 1996, etc.) in this discussion refer to ConAgra's May-ending fiscal
years.
Non-recurring charges (see Note 2) in the fourth quarter of 1996
significantly affected ConAgra's financial condition and results of operations
in 1996. The charges totaled $507.8 million before income tax and $356.3
million after income tax, or $1.55 per share. The non-recurring charges, on an
after-tax basis, were for restructuring, $258.6 million; implementing SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," $79.8 million; and completion of a program to divest
non-core businesses, $17.9 million.
The restructuring plan, ConAgra's first major restructuring involving
charges in at least 20 years, is designed to streamline the company's
production base, improve efficiency and enhance ConAgra's competitiveness. The
restructuring plan resulted from an extensive strategic review of the company's
assets, operating efficiency, competitive position and anticipated operating
results.
ConAgra is closing more than 20 production plants and exiting several
smaller businesses. Approximately 6,300 jobs are being eliminated, principally
in the facilities to be closed. The restructuring charge includes
approximately $60 million in cash, substantially all of which will be paid in
1997. The balance of the restructuring charge relates to non-cash charges on
assets to be closed and disposed of.
ConAgra expects that the restructuring will result in pretax savings of
approximately $50 million in 1997, $100 million in 1998 and $125 million in
1999. ConAgra expects that some of the savings will benefit earnings in each
year and some will be reinvested to support future operating results. ConAgra
also expects that the company's revenues and liquidity will not be materially
affected by the restructuring.
FINANCIAL CONDITION
Capital Resources
ConAgra's earnings are generated principally from its capital investment, which
consists of working capital (current assets less current liabilities) plus all
noncurrent assets. Capital investment is financed with stockholders' equity,
long-term debt and other noncurrent liabilities.
Capital Investment
Dollars in millions
1996 1995 %Change
- ------------------------------------------------------------
Working capital $373.2 $1,175.3 (68)%
- ------------------------------------------------------------
Property, plant &
equipment, net 2,820.5 2,796.0 1
Intangible assets 2,405.6 2,420.1 (1)
Other noncurrent assets 403.6 444.7 (9)
- ------------------------------------------------------------
Total noncurrent assets 5,629.7 5,660.8 (1)
- ------------------------------------------------------------
Capital investment $6,002.9 $6,836.1 (12)
============================================================
During 1996, capital investment decreased 12% mainly because working
capital decreased $802 million and returned to a more normal level, comparable
to working capital of $391 million at the end of 1994. The high level of
working capital in 1995 was principally related to prefunding in late 1995 the
company's stock repurchase program in connection with the call and
conversion of its Class E preferred stock during the first half of 1996.
ConAgra invested $669 million in property, plant and equipment in 1996, and
$428 million in 1995. In addition, ConAgra invested $467 million to acquire
businesses in 1996 versus $379 million in 1995. Despite substantial
investment, property, plant and equipment including acquisitions and
divestitures, net of depreciation expense, increased only $25 million in 1996.
The increase was modest largely due to asset write-offs in connection with the
non-recurring charges.
In 1997, ConAgra expects to invest about $700 million in additions to
property, plant and equipment of present businesses. The additions
accomplished in 1996 and planned for 1997 are broadly based investments in
modernization, efficiency and capacity expansion; no single project accounts
for a major share of the total additions.
Intangible assets include approximately $1.9 billion of goodwill associated
with ConAgra's acquisition of Beatrice Company in 1991. This goodwill
represents valuable assets such as respected brands with significant
marketplace acceptance. Over time, the assets are amortized and decline from
an accounting standpoint. However, we invest on an expense-as-you-go basis to
maintain and enhance the value of these assets. Consequently, the non-cash
provision for goodwill amortization is a source of cash that can be used for
any corporate purpose such as internal investment, acquisitions and dividends.
In that respect, goodwill amortization is similar to net income-- it
provides "decision cash." It amounted to $70 million in 1996 and $71 million
in 1995, equal to 13% and 14% of net income, excluding non-recurring charges in
1996. On the other hand, depreciation of fixed assets is primarily a source
of "replenishment cash" -- cash generally needed to repair and replace assets
and maintain a going concern. Depreciation expense was $323 million in 1996
and $289 million in 1995.
Cash from net income plus goodwill amortization -- what we call "cash
earnings" -- is the primary funding source for growing ConAgra's capital
investment and earning power over the long term. That is why we focus on cash
earnings in our internal return on equity objective shown on page 4 of this
report. In 1996, cash earnings, excluding non-recurring charges, totaled
$615 million, up 8% from $567 million in 1995.
We do not intend that cash earnings replace net income as reported in our
financial statements, and cash earnings may not be a reliable measure of
liquidity or cash generated by operations. Furthermore, there is no broadly
accepted definition of cash earnings, and ConAgra's definition may not be
comparable to similarly titled measures used by other companies.
ConAgra financed its capital investment as shown in the "Capitalization"
table.
Capitalization
Dollars in millions
1996 1995 %Change
- --------------------------------------------------------------
Senior long-term debt $1,512.9 $1,770.0 (15)%
Other noncurrent liabilities 959.5 940.8 2
Subordinated long-term debt 750.0 750.0 -
Subsidiary's preferred
securities 525.0 525.0 -
Preferred
stockholders' equity -- 354.9 (100)
Common stockholders' equity 2,255.5 2,495.4 (10)
- --------------------------------------------------------------
Total capitalization $6,002.9 $6,836.1 (12)
==============================================================
In 1996, senior long-term debt decreased $257 million. Short-term
borrowings backed by long-term credit agreements and classified as long-term
decreased $116 million while other senior debt issues decreased a total of $141
million.
Other noncurrent liabilities consist of estimated postretirement health care
and pension benefits and reserves for estimated income tax, legal and
environmental liabilities Beatrice Company incurred before its acquisition by
ConAgra. It will require a number of years to resolve remaining issues related
to the Beatrice liabilities. Resolution over time will use cash, but is not
expected to affect earnings adversely because ConAgra believes reserves are
adequate.
In 1995, preferred stockholders' equity consisted almost entirely of
ConAgra's Class E $25 cumulative convertible preferred stock. In 1996, ConAgra
redeemed its Class E preferred stock. Most of the 14.2 million Class E
preferred shares were converted to 14.4 million shares of common stock. In
1996, ConAgra also redeemed its Class D cumulative convertible preferred stock.
Consequently, no preferred stock was outstanding at the end of 1996.
ConAgra's long-standing policy is to purchase on the open market shares of
the company's common stock to replace shares issued for conversion of preferred
stock, incentive programs and smaller acquisitions so that such issuance will
not dilute earnings per share. In 1996, ConAgra purchased on the open
market 17 million shares of the company's common stock at a cost of $664
million. These shares were used to cover redemption of the Class D and Class E
preferred stock and to replace common shares issued for incentive programs and
acquisitions.
Common stockholders' equity decreased $240 million in 1996 mainly because
dividends declared ($218 million) and the cost of shares purchased on the open
market exceeded the book value of preferred stock converted into common stock
and net income including non-recurring charges.
Financing Objectives
ConAgra's primary financing objective is to maintain a conservative balance
sheet. We define this as using appropriate levels of equity and long-term debt
to finance noncurrent assets and permanent working capital needs.
Short-term debt is used to finance liquid and seasonal asset requirements.
ConAgra's long-term and short-term debt objectives and results are shown
under "Financing" on page 4 of our annual report. ConAgra met its long-term
debt objective every year from 1976 through 1996, except 1991 and 1992 when we
temporarily exceeded our self-imposed long-term debt limitation due to the
Beatrice acquisition. ConAgra has met its short-term debt objective for
the past 21 years.
ConAgra has access to a wide variety of financing markets. Public debt
offerings and private debt placements provide long-term financing. At the end
of 1996, ConAgra's senior debt ratings were BBB+ (Duff & Phelps), Baa1
(Moody's) and BBB (Standard & Poor's), all investment grade ratings.
Sale of commercial paper and bank financing provide short-term credit.
Commercial paper borrowings are backed by multiyear bank credit facilities.
During 1996, short-term borrowing continued at interest rates significantly
below the prime rate. Short-term debt averaged $2.78 billion in 1996 compared
to $2.31 billion in 1995.
ConAgra's uses cancelable and noncancelable leases in its financing
activities, particularly for transportation equipment. In 1996, cancelable
lease expense was $120 million versus $119 million in 1995, and noncancelable
lease expense was $120 million versus $115 million in 1995.
To maintain a conservative financial position, ConAgra focuses on cash flow
as well as its balance sheet. ConAgra's plans incorporate cash flow sufficient
to meet financing obligations, maintain plants and pay stockholder dividends
even if a severe and unexpected decline in earnings occurs. This measure of
cash-flow adequacy provides an effective tool for managing the company's
leverage.
Asset Liquidity and Commodity Risk Management
ConAgra operates across the food chain, from basic agricultural inputs to
production and sale of branded consumer products. As a result, ConAgra uses
many different raw materials, the bulk of which are commodities. Raw materials
are generally available from several different sources, and ConAgra presently
believes that it can obtain these as needed.
Commodities are subject to price fluctuations which create price risk.
Generally, it is ConAgra's intent to hedge commodities in order to mitigate
this price risk. While this may tend to limit the company's ability to
participate in gains from commodity price fluctuations, it also tends to reduce
the risk of loss from changes in commodity prices.
Commodity price risk can be hedged by selling the end product at acceptable
fixed prices to credit-worthy customers, or by buying or selling offsetting
futures or options contracts on established commodity exchanges. The
particular hedging methods employed by ConAgra depend on a number of factors,
including availability of appropriate derivative contracts. At the end of 1996,
38% of ConAgra's total inventory was classified as "hedged commodity
inventory."
ConAgra's board of directors has established policies which limit the amount
of unhedged commodity inventory permissible for ConAgra's independent operating
companies. Processing company limits are expressed in terms of weeks of
commodity usage. Trading businesses are generally limited to a dollar risk
exposure stated in relation to equity capital.
ConAgra monitors its commodity positions on a daily basis through the use of
a companywide computer system. This system compares commodity positions with
unhedged commodity limits established for its independent operating companies.
The corporate risk officer monitors these positions and reports compliance to
the board of directors. ConAgra's total unhedged positions were well below
established corporate limits for 1994 through 1996.
Many of ConAgra's businesses are current asset intensive. Inventory and
accounts receivable were 1.8 and 1.7 times property, plant and equipment at the
end of 1996 and 1995 respectively. The seasonal nature and liquidity of
ConAgra's current asset investments explain the company's significant use
of short-term debt and emphasis on repaying short-term debt at year end.
ConAgra's reported net sales understate the degree to which current assets
turn over during the year. For 1996, total sales invoiced to customers were
approximately $30.4 billion versus $24.8 billion reported net sales. This is
because grain and feed ingredient merchandising transactions include only gross
margins in reported sales.
ConAgra's current ratio (current assets divided by current liabilities) was
1.07 to 1 at the end of 1996, 1.30 to 1 at the end of 1995 and 1.08 to 1 at
the end of 1994. The higher-than-normal current ratio at the end of 1995
reflected the prefunding of cash needs to repurchase common stock in
anticipation of conversion of the Class E preferred stock during 1996.
ConAgra's consolidated current ratio is a composite of various current
ratios appropriate for our individual businesses. We focus more on appropriate
use of short-term debt and trade credit financing than on the absolute level of
our current ratio. Many of ConAgra's businesses are able to generate
substantial trade credit which does not result in financing costs.
OPERATING RESULTS
Operating results for ConAgra's industry segments and individual businesses
were discussed extensively in the Business Review on pages 6 to 26 in this
report. See pages 4 and 5 for a review of ConAgra's financial objectives and
results. The discussion in this section addresses ConAgra's consolidated
operating results shown in the Consolidated Statements of Earnings, amplified
by Note 2 covering non-recurring charges. Unless otherwise indicated, the
discussion of earnings and earnings per share excludes the effect of
non-recurring charges in 1996.
Net sales increased 2.9% in 1996 to $24.8 billion, and 2.5% in 1995 to $24.1
billion.
Businesses contributing to the 1996 sales increase included crop
protection chemicals and fertilizer, grain processing, pork products, processed
meats, frozen foods, shelf-stable foods and potato products. The largest sales
decrease was in U.S. beef products where lower selling prices due to passing
through lower raw material costs reduced sales by more than $400 million.
Conversely, higher selling prices due to higher raw material costs increased
sales in some businesses, including grain processing and pork products.
Acquisitions, net of businesses divested, added approximately $100 million to
sales.
Businesses contributing to the 1995 sales increase included crop protection
chemicals and fertilizer, potato products, frozen foods, cheese products,
shelf-stable foods and grain processing. The net effect of businesses acquired
and businesses divested or discontinued was additive to sales by more than $150
million. Sales decreased in meat and poultry businesses as lower selling
prices due to lower raw material costs reduced sales by approximately $400
million.
In 1996, gross margin (net sales minus cost of goods sold) increased $166
million or 5.0%. Gross margin as a percent of net sales increased to 14.1% in
1996 from 13.8% in 1995 due to margin improvement in businesses including crop
protection chemicals and fertilizer, specialty food ingredients, grain
merchandising and shelf-stable foods. In 1995, gross margin increased $269
million, or 8.8%. Gross margin as a percent of net sales increased to 13.8% in
1995 from 13.0% in 1994 due to margin improvement in a number of businesses
including frozen foods, shelf-stable foods, potato products, beef and pork
products and crop protection chemicals and fertilizer.
Selling, administrative and general expenses increased $48 million, or 2.2%,
in 1996 and $139 million, or 6.6%, in 1995. Selling, administrative and
general expenses as a percent of net sales was relatively constant at 9.2% in
1996 and 1995, and 8.9% in 1994.
Interest expense increased 9.6% in 1996 to $305 million, mainly due to
higher short-term borrowings associated with higher commodity prices. Interest
expense increased 9.4% in 1995 to $278 million, mainly due to higher short-term
interest rates.
Pretax earnings increased 11.0% to $916.4 million in 1996 and 14.7% to
$825.9 million in 1995. Including non-recurring charges, pretax earnings were
$408.6 million in 1996.
Businesses contributing to the pretax earnings increase in 1996 included
crop protection chemicals and fertilizer, specialty food ingredients, commodity
services, grain merchandising, chicken products, cheese products, frozen foods
and shelf-stable foods. Businesses with lower pretax earnings included U.S.
and Australia beef products, pork products and seafood, largely due to a
business disposition. Acquisitions, notably Canada Malting and the Van Camp's
bean and Wolf Brand chili business, contributed to pretax earnings growth in
1996.
Businesses contributing to the pretax earnings increase in 1995 included
crop protection chemicals and fertilizer, specialty grain processing, commodity
services, pork and beef products, turkey products, cheese products, frozen
foods, shelf-stable foods, seafood and potato products. Businesses with lower
pretax earnings included chicken products, processed meats, specialty microwave
products, private label products, and dried fruit and nuts, which was
discontinued in 1995. Economic problems in Mexico had a negative effect on
the earnings of several ConAgra businesses in 1995.
Net income increased 10.0% to $545.2 million in 1996, and 13.4% to $495.6
million in 1995. Net income had lower percentage gains than pretax earnings
due to higher effective income tax rates. The effective income tax rate
increased from 39.3% in 1994 to 40.0% in 1995 and 40.5% in 1996. Including
non-recurring charges, net income was $188.9 million in 1996.
Net income available for common stock (net income minus preferred dividends)
increased 13.8% to $536.6 million in 1996, and 14.2% to $471.6 million in 1995.
In 1996, net income available for common stock increased significantly more
than net income because preferred dividends dropped from $24.0 million in
1995 to $8.6 million in 1996 due to the redemption of the Class E preferred
stock during 1996. Including non-recurring charges, net income available for
common stock was $180.3 million in 1996.
Earnings per share increased 13.6% to $2.34 in 1996, and 13.8% to $2.06 in
1995. Including non-recurring charges, earnings per share were $.79 in 1996.
3 bar graphs:
1992 1993 1994 1995 1996
- ----------------------------------------------------------------------
Net Sales In billions $21.2 $21.5 $23.5 $24.1 $24.8
Net Income In millions $372.4 $391.5* $437.1 $495.6 $545.2*
Cash Earnings*
In millions $443.8 $463.2* $510.7 $567.0 $614.7*
*Cash earnings are net income plus goodwill amortization.
In 1993, net income is before the cumulative effect of adopting
SFAS 106. In 1996, net income is before non-recurring charges
of $356.3 million. Including the charges, in 1996 net income
was $188.9 million and cash earnings were $258.4 million.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MAY 26, 1996 AND MAY 28, 1995
Dollars in millions except per share amount
ASSETS 1996 1995
Current assets
Cash and cash equivalents $ 113.7 $ 60.0
Receivables, less allowance for doubtful
accounts of $52.1 and $63.9 (Note 3) 1,428.4 1,540.0
Inventories (Note 4) 3.573.4 3,167.3
Prepaid expenses 451.4 372.9
-------- --------
Total current assets 5,566.9 5,140.2
-------- --------
Property, plant and equipment
Land 150.3 141.2
Buildings, machinery and equipment 4,214.3 3,953.7
Other fixed assets 244.4 227.2
Construction in progress 362.3 215.7
-------- --------
4,971.3 4,537.8
Less
Accumulated depreciation (1,915.0) (1,741.8)
Valuation reserve related to
restructuring (Note 2) (235.8) -
-------- --------
Property, plant and equipment, net 2,820.5 2,796.0
Brands, trademarks and goodwill, at cost
less accumulated amortization of $489.6
and $420.9 2,405.6 2,420.1
Other assets 403.6 444.7
-------- --------
$11,196.6 $10,801.0
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
Current liabilities
Notes payable $ 416.3 $ -
Current installments of long-term debt 142.5 47.9
Accounts payable 1,856.9 1,574.8
Advances on sales 1,390.9 856.6
Accrued payroll 304.1 273.2
Other accrued liabilities 1,083.0 1,212.4
-------- --------
Total current liabilities 5,193.7 3,964.9
-------- --------
Senior long-term debt, excluding
current installments (Note 6) 1,512.9 1,770.0
Other noncurrent liabilities (Note 7) 959.5 940.8
Subordinated debt (Note 6) 750.0 750.0
Preferred securities of subsidiary company
(Note 8) 525.0 525.0
Preferred shares (Note 8) - 354.9
Common stockholders' equity (Notes 9 and 10)
Common stock of $5 par value, authorized 1,200,000,000
shares; issued 252,990,917 and 252,869,958 1,264.9 1,264.3
Additional paid-in capital 423.1 409.9
Retained earnings 1,683.5 1,712.5
Foreign currency translation adjustment (39.1) (44.9)
Less treasury stock, at cost,
common shares 9,834,464 and 7,172,312 (390.0) (206.9)
-------- --------
2,942.4 3,134.9
Less unearned restricted stock and value
of 16,014,644 and 19,423,916 common shares held
in Employee Equity Fund (Note 9) (686.9) (639.5)
-------- --------
Total common stockholders' equity 2,255.5 2,495.4
-------- --------
$11,196.6 $10,801.0
========= =========
The accompanying notes are an integral part of the
of the consolidated financial statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE FISCAL YEARS ENDED MAY 26, 1996, MAY 28, 1995 AND MAY 29, 1994
In millions except per share amounts
1996 1995 1994
Net sales $24,821.6 $24,112.3 $23,517.4
Costs and expenses
Cost of goods sold 21,322.2 20,778.4 20,452.2
Selling, administrative and general
expenses 2,278.1 2,229.9 2,091.0
Interest expense (Note 6) 304.9 278.1 254.2
Non-recurring charges (Note 2) 507.8 - -
--------- --------- ---------
24,413.0 23,286.4 22,797.4
--------- --------- ---------
Income before income taxes 408.6 825.9 720.0
Income taxes (Note 11) 219.7 330.3 282.9
--------- --------- ---------
Net Income 188.9 495.6 437.1
Less preferred dividends 8.6 24.0 24.0
--------- --------- ---------
Net income available for common
stock $ 180.3 $ 471.6 $ 413.1
========= ========= =========
Net Income per common and common
equivalent share $ .79 $ 2.06 $ 1.81
========= ========= =========
Weighted average number of common and
common equivalent shares outstanding 229.5 229.0 228.5
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
FOR FISCAL YEARS ENDED MAY 26, 1996, MAY 28, 1995 AND MAY 29, 1994
Columnar amounts in millions
<TABLE>
<CAPTION> Foreign EEF*:
Additional Currency Stock
Common Common Paid-in Retained Translation Treasury and
Shares Stock Capital Earnings Adjustment Stock Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 30, 1993 252.3 $1,261.3 $267.1 $1,167.0 $(14.6) $ (12.7) $(613.6) $2,054.5
Shares issued
Stock option and incentive plans 0.3 1.7 5.2 1.4 8.3
EEF*: stock option, incentive and other
employee benefit plans (16.3) 46.7 30.4
Fair market valuation of EEF shares 81.6 (81.6) -
Acquisitions 0.2 0.5 5.7 6.4
Conversion of preferred stock 0.1 0.4 (0.1) 0.3
Shares acquired
Incentive plans (4.8) (4.8)
Treasury shares purchased (105.4) (105.4)
Foreign currency translation adjustment (18.5) (18.5)
Dividends declared
Preferred stock (24.0) (24.0)
Common stock, $.70 per share (157.4) (157.4)
Net income 437.1 437.1
----- -------- ------ -------- ------ ------- ------- --------
Balance at May 29, 1994 252.7 1,263.6 338.0 1,422.7 (33.1) (117.2) (647.1) 2,226.9
Shares issued
Stock option and incentive plans 0.2 0.5 1.6 (1.8) 0.3
EEF*: stock option, incentive
and other employee benefit plans (9.5) 82.7 73.2
Fair market valuation of EEF shares 74.6 (74.6) -
Acquisitions 0.1 5.1 41.2 46.4
Conversion of preferred stock 0.1 0.1 0.5 0.7
Shares acquired
Incentive plans (13.6) 1.3 (12.3)
Treasury shares purchased (117.8) (117.8)
Foreign currency translation adjustment (11.8) (11.8)
Dividends declared
Preferred stock (24.0) (24.0)
Common stock, $.80 per share (181.8) (181.8)
Net income 495.6 495.6
----- -------- ------ -------- ------ ------- ------- --------
Balance at May 28, 1995 252.9 1,264.3 409.9 1,712.5 (44.9) (206.9) (639.5) 2,495.4
Shares issued
Stock option and incentive plans 0.1 0.4 1.8 2.2
EEF*: stock option, incentive
and other employee benefit plans (0.9) 95.9 95.0
Fair market valuation of EEF shares 145.4 (145.4) -
Acquisitions 0.1 0.9 2.3 3.3
Shares acquired
Incentive plans (9.7) 2.1 (7.6)
Treasury shares purchased (664.0) (664.0)
Conversion of preferred stock into common 0.1 (134.0) 488.3 354.4
Foreign currency translation adjustment 5.8 5.8
Dividends declared
Preferred stock (8.6) (8.6)
Common stock, $.92 per share (209.3) (209.3)
Net income 188.9 188.9
----- -------- ------ -------- ------ ------- ------- --------
Balance at May 26, 1996 253.0 $1,264.9 $423.1 $1,683.5 $(39.1) $(390.0) $(686.9) $2,255.5
===== ======== ====== ======== ====== ======= ======= ========
The accompanying notes are an integral part of the consolidated financial
statements.
*Employee Equity Fund (Note 9)
</TABLE>
CONAGRA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED MAY 26, 1996, MAY 28, 1995 AND MAY 29, 1994
Dollars in millions
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Increase (Decrease) in cash and cash equivalents 1996 1995 1994
Cash flows from operating activities
Net income $ 188.9 $ 495.6 $ 437.1
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and other amortization 338.4 304.4 294.8
Goodwill amortization 69.5 71.4 73.6
Non-recurring charges 507.8 - -
Other noncash items (includes nonpension postretirement
benefits) 124.3 107.3 38.8
Change in assets and liabilities before effects from business
acquisitions and non-recurring charges
Receivables (125.4) (150.1) (250.4)
Inventories and prepaid expenses (537.9) (235.1) (379.6)
Accounts payable and accrued liabilities 596.3 41.6 476.7
-------- ------- -------
Net cash flows from operating activities 1,161.9 635.1 691.0
-------- ------- -------
Cash flows from investing activities
Additions to property, plant and equipment (668.5) (427.8) (395.0)
Payment for business acquisitions (467.1) (378.8) (61.2)
Sale of businesses and property, plant and equipment 388.8 118.0 40.3
Monfort Finance Company notes receivable and other items 143.4 (6.6) (3.5)
-------- ------- -------
Net cash flows from investing activities (603.4) (695.2) (419.4)
-------- ------- -------
Cash flows from financing activities
Net short-term borrowings 503.7 (419.0) (153.8)
Proceeds from issuance of long-term debt - 384.7 172.1
Repayment of long-term debt (165.0) (147.3) (206.3)
Issuance of preferred securities of subsidiary company - 425.0 100.0
Cash dividends paid (215.5) (199.6) (176.0)
Treasury stock purchases (664.0) (117.7) (105.4)
Employee Equity Fund stock transactions 21.8 32.9 8.9
Other items 14.2 (5.3) (1.7)
-------- ------- -------
Net cash flows from financing activities (504.8) (46.3) (362.2)
-------- ------- -------
Net increase (decrease) in cash and cash equivalents 53.7 (106.4) (90.6)
Cash and cash equivalents at beginning of year 60.0 166.4 257.0
-------- ------- -------
Cash and cash equivalents at end of year $ 113.7 $ 60.0 $ 166.4
======== ======= =======
Non-cash financing activities
Treasury stock issued for conversion of Class E Cumulative
Convertible Preferred Stock into common stock (Note 8) $ 482.2 $ - $ -
======== ======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
CONAGRA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 26, 1996, MAY 28, 1995 and MAY 29, 1994
Columnar amounts in millions except share and per share amounts
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year - The fiscal year of ConAgra ("ConAgra" or the
"Company") ends the last Sunday in May. The fiscal years for
the consolidated financial statements presented all consist of
52-week periods.
The accounts of two wholly owned subsidiaries, ConAgra
Fertilizer Company and United Agri Products, Inc., have been
consolidated on the basis of a year ending in February. Such
fiscal period corresponds with those companies' natural business
year.
Basis of Consolidation - The consolidated financial statements
include the accounts of ConAgra, Inc. and all majority-owned
subsidiaries, except certain foreign companies that are not
material to the Company. The investments in and the operating
results of these foreign companies and 50%-or-less-owned
entities are included in the financial statements on the basis
of the equity method of accounting. All significant
intercompany investments, accounts and transactions have been
eliminated.
In the first half of fiscal 1996 ConAgra acquired the
outstanding common stock of Canada Malting Co., Limited, ("CMC")
a producer of malted barley, for approximately U.S. $300 million
in a transaction accounted for as a purchase. The entity was
consolidated at that date. During the fourth quarter of fiscal
1996, the Company sold a 50-percent interest in CMC to an
unrelated party and accordingly accounts for the remaining
interest on the equity method of accounting. The Company did
not realize a gain or loss on the sale.
The Company's financial businesses, Geldermann, Inc. (a
commodity brokerage business sold in fiscal 1995) and Monfort
Finance Company (a finance company), are included in the
consolidated financial statements.
Use of Estimates - Preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions. These
estimates or assumptions affect reported amounts of assets,
liabilities, revenue and expenses as reflected in the financial
statements. Actual results could differ from estimates.
Inventories - Grain, flour and major feed ingredient inventories
are hedged to the extent practicable and are generally stated at
market, including adjustment to market of open contracts for
purchases and sales. Short-term interest expense incurred to
finance hedged inventories is included in cost of sales in order
to properly reflect gross margins on hedged transactions.
Inventories not hedged are priced at the lower of average cost
or market.
Property and Depreciation - Property, plant and equipment are
carried at cost. Depreciation has been calculated using
primarily the straight-line method over the estimated useful
lives of the respective classes of assets as follows:
Buildings 15 - 40 years
Machinery and equipment 5 - 20 years
Other assets 5 - 15 years
Brands, Trademarks, Goodwill and Long-Lived Assets - Brands and
goodwill arising from the excess of cost of investment over
equity in net assets at date of acquisition and trademarks are
amortized using the straight-line method, principally over a
period of 40 years. Prior to fiscal 1996, the carrying value of
such brands, trademarks, goodwill and long-lived assets was
evaluated on the basis of management's estimates of future
undiscounted operating income associated with the acquired
businesses. In fiscal 1996, the Company early adopted Statement
of Financial Accounting Standards No. 121, ("SFAS No. 121"),
Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of. See Note 2.
Recoverability of goodwill not identified with impaired assets
under SFAS No. 121 will continue to be evaluated on the basis of
management's estimates of future undiscounted operating income
associated with the acquired business.
Net Sales - Gross margins earned from grain and feed ingredients
merchandised are included in net sales.
Earnings per Share - Earnings per common and common equivalent
share are calculated on the basis of weighted average
outstanding common shares and, when applicable, those
outstanding options that are dilutive and after giving effect to
preferred stock dividend requirements. Fully diluted earnings
per share did not differ significantly from primary earnings per
share in any period presented.
Stock-Based Compensation - In 1995 the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No. 123 ("SFAS No. 123"), Accounting for Stock-Based
Compensation, which is effective for fiscal 1997. Under this
standard, companies may continue to use the intrinsic value
methodology prescribed by Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, or may apply a
fair value methodology used in SFAS No. 123. As the Company
anticipates continuing to account for stock-based compensation
using the intrinsic method, SFAS No. 123 will not have an impact
on the Company's reported results of operations or financial
position.
Fair Values of Financial Instruments - Unless otherwise
specified, the Company believes the book value of financial
instruments approximates their fair value.
2. NON-RECURRING CHARGES
Non-recurring charges include amounts attributable to a
restructuring plan, early adoption of SFAS No. 121 and
completion of a business disposition program during fiscal 1996,
and are comprised of the following:
Before After
Income Income
Tax Tax
Restructuring plan $353.0 $258.6
Adoption of SFAS No. 121 99.8 79.8
Disposition program 55.0 17.9
------ ------
Total charges $507.8 $356.3
====== ======
The effect of these three items on net income was $1.55 per
common share.
In the fourth quarter of fiscal 1996, the Company adopted a
restructuring plan designed to streamline its production base,
improve efficiency and enhance its competitiveness. The
restructuring includes closing or reconfiguring a number of
production facilities and businesses and reducing the workforce
by approximately 6,300 employees, most of whom work in the
facilities to be closed.
Restructuring charges include approximately $60 million in cash
charges primarily related to severance costs, substantially all
of which will be paid in fiscal 1997. The balance of the
restructuring charge relates to non-cash charges on assets to be
closed and disposed of. The Company anticipates substantial
completion of its restructuring in fiscal 1997.
In addition, the Company early adopted SFAS No. 121 during the
fourth quarter of 1996. In this regard, certain long-lived
assets (primarily fixed assets) were identified as impaired.
The Company considers continued operating losses, or significant
and long-term changes in industry conditions to be its primary
indicators of potential impairment. An impairment was
recognized when the future undiscounted cash flows of each asset
was estimated to be insufficient to recover its related carrying
value. As such, the carrying values of these assets were
written down to the Company's estimates of fair value. Fair
value was based on sales of similar assets, or other estimates
of fair value such as discounting estimated future cash flows.
Considerable management judgment is necessary to estimate
discounted future cash flows. Accordingly, actual results could
vary significantly from such estimates. None of the assets
affected by this action are currently held for sale.
The non-cash charge for adoption of this standard resulted from
changes in industry conditions, continued operating losses and
from the Company's grouping assets at a lower level than under
its previous method of accounting. Under the Company's previous
policy for evaluating impairment, assets were generally grouped
at major operating entity levels, and these levels were reviewed
for impairment. On the basis of these levels of grouping, no
impairment charge was required for fiscal 1995 or 1994.
In addition, the Company recognized a pretax charge relating to
previously announced plans to dispose of certain non-core
businesses. By the fourth quarter of fiscal 1996, the only
significant unsold property in this program was Country General,
a specialty retailer. Following disappointing Christmas and
Spring selling seasons, the Company decided not to proceed with
sale of Country General at this time. The resulting charge is
the net cumulative loss on properties disposed of through fiscal
1996.
3. RECEIVABLES
The Company has an agreement to sell interests in pools of
receivables, with limited recourse, in an amount not to exceed
$550 million at any one time. Participation interests in new
receivables may be sold as collections reduce previously sold
participation interests. The participation interests are sold
at a discount which is included in Selling, Administrative and
General Expenses in the Consolidated Statements of Earnings.
Gross proceeds from the sales were $545 and $500 million at
fiscal year-end 1996 and 1995 respectively.
4. INVENTORIES
The major classes of inventories are as follows:
1996 1995
Hedged commodities $1,369.4 $ 925.4
Food products and livestock 1,219.9 1,232.2
Agricultural chemicals, fertilizer and feed 399.4 323.1
Retail merchandise 122.7 196.4
Other, principally ingredients and supplies 462.0 490.2
-------- --------
$3,573.4 $3,167.3
======== ========
5. SHORT-TERM CREDIT FACILITIES AND BORROWINGS
At May 26, 1996, the Company has credit lines from banks which
total approximately $5.2 billion, including: $1.75 billion of
long-term revolving credit facilities maturing in September
2000; $1.75 billion short-term revolving credit facilities
maturing in September 1996; and uncompensated bankers'
acceptance and money market loan facilities approximating $1.7
billion. Borrowings under the revolver agreements are at or
below prime rate and may be prepaid without penalty. The
Company pays fees for its revolving credit facilities.
The Company finances its short-term needs with bank borrowings,
commercial paper borrowings and bankers' acceptances. The
average consolidated short-term borrowings outstanding under
these facilities for the 1996 fiscal year were $2,784.3 million.
This excludes an average of $809.3 million of short-term
borrowings which were classified as long-term throughout the
fiscal year (see Note 6). The highest period-end short-term
indebtedness during fiscal 1996 was $3,963.4 million. Short-
term borrowings were at rates below prime. The weighted average
interest rate was 5.82% and 5.47%, respectively, for fiscal 1996
and 1995.
Subsequent to fiscal 1996, ConAgra secured an additional $1.02
billion of revolving credit commitments from several of its
banks. This commitment extends from June 1, 1996 to November
30, 1996.
6. SENIOR LONG-TERM DEBT, SUBORDINATED DEBT AND LOAN AGREEMENTS
1996 1995
Senior Debt
Commercial paper backed by long-term revolving
credit agreements $ 758.0 $ 874.3
9.75% senior debt due in 1998 300.0 300.0
9.875% senior debt due in 2006 100.0 100.0
7.22% to 9.8% publicly-issued unsecured
medium-term notes due in various amounts
through 2005 189.5 263.5
9.87% to 9.95% unsecured senior notes due in
various amounts in 1997 through 2010 88.5 97.8
Industrial Development Revenue Bonds
(collateralized by plant and equipment)
due on various dates through 2015 at
an average rate of 7.15% 35.9 38.6
Miscellaneous unsecured 41.0 95.8
-------- --------
Total senior debt 1,512.9 1,770.0
-------- --------
Subordinated Debt
9.75% subordinated debt due in 2021 400.0 400.0
7.375% to 7.4% subordinated debt due in 2005 350.0 350.0
-------- --------
Total subordinated debt 750.0 750.0
-------- --------
Total long-term debt, excluding current
installments $2,262.9 $2,520.0
======== ========
The aggregate minimum principal maturities of the long-term debt
for each of the five fiscal years following May 26, 1996 are as
follows:
1997 $142.5
1998 352.5
1999 53.2
2000 19.5
2001 776.3
Under the long-term credit facility referenced in Note 5, the
Company has agreements that allow it to borrow up to $1.75
billion through September 2000.
The most restrictive note agreements (the revolving credit
facilities and certain privately placed long-term debt) require
the Company to repay the debt if Consolidated Funded Debt
exceeds 60% of Consolidated Capital Base or if Fixed Charges
coverage is less than 1.75 to 1.0 as such terms are defined in
applicable agreements.
Net interest expense consists of:
1996 1995 1994
Long-term debt $212.5 $215.0 $209.8
Short-term debt 139.8 96.1 79.6
Interest income (41.6) (28.1) (33.5)
Interest capitalized (5.8) (4.9) (1.7)
------ ------ ------
$304.9 $278.1 $254.2
====== ====== ======
Net interest paid was $309.2 million, $279.9 million and $242.1
million in fiscal 1996, 1995 and 1994, respectively.
Short-term debt interest expense of $27.5 million, $17.5 million
and $12.7 million in fiscal 1996, 1995 and 1994, respectively,
incurred to finance hedged inventories, has been charged to cost
of goods sold.
The carrying amount of long-term debt (including current
installments) was $2,405.4 million and $2,567.9 million as of
May 26, 1996 and May 28, 1995, respectively. Based on current
market rates primarily provided by outside investment bankers,
the fair value of this debt at May 26, 1996 and May 28, 1995 was
estimated at $2,555.9 and $2,760.2 million, respectively. The
Company's long-term debt is generally not callable until
maturity.
7. OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of estimated liabilities of
Beatrice Company (acquired in fiscal 1991) and estimated
postretirement health care and pension benefits as follows:
1996 1995
Income tax, legal and environmental
liabilities primarily associated with
the Company's acquisition of Beatrice
Company $ 488.2 $ 612.6
Estimated postretirement health care
and pensions 560.0 523.4
-------- --------
1,048.2 1,136.0
Less estimated current portion 88.7 195.2
-------- --------
$ 959.5 $ 940.8
======== ========
8. PREFERRED SECURITIES OF SUBSIDIARY COMPANY AND PREFERRED SHARES
ConAgra Capital, L.C., an indirectly controlled subsidiary of
the Company, has the following Preferred Securities outstanding:
4 million shares of 9% Series A Cumulative Preferred ("Series
A Securities") - Distributions are payable monthly.
7 million shares of Series B Adjustable Rate Cumulative
Preferred ("Series B Securities") - Distributions are payable
monthly at a rate per annum which is adjusted quarterly to
95% of the highest of three U.S. Treasury security indices,
subject to a floor of 5.0% and a ceiling of 10.5% per annum.
The distribution rate in fiscal 1996 ranged from 5.79% to
6.60%.
10 million shares of 9.35% Series C Cumulative Preferred
("Series C Securities") - Distributions are payable monthly.
For financial statement purposes, distributions on these
Securities are included in Selling, Administrative and General
Expenses in the Consolidated Statement of Earnings as they
represent minority interests.
The above Securities were issued at a price of $25 per share.
All such Securities are non-voting (except in certain limited
circumstances), and are guaranteed on a limited basis by ConAgra
and, in certain limited circumstances, are exchangeable for debt
securities of ConAgra. The Securities are redeemable at the
option of ConAgra Capital, L.C. (with ConAgra's consent) in
whole or in part, on or after May 31, 1999 with respect to
Series A Securities, June 30, 1999 with respect to Series B
Securities, and February 29, 2000 with respect to Series C
Securities, at $25 per security plus accumulated and unpaid
distributions to the date fixed for redemption.
In connection with the issuance of the Series B Securities, the
Company entered into a swap with a money center bank which
effectively changes the distribution rate to a function of the
three month LIBOR on $175.0 million until May 31, 1998. The net
cost of this swap in fiscal 1996 and 1995 was insignificant.
The estimated fair value of this swap agreement was an
obligation of $2.0 million and $2.4 million as of May 26, 1996
and May 28, 1995, respectively.
The Company has authorized shares of preferred stock as follows:
Class B - $50 par value; 150,000 shares
Class C - $100 par value; 250,000 shares
Class D - without par value; 1,100,000 shares
Class E - without par value; 16,550,000 shares
There are no preferred shares issued or outstanding as of May
26, 1996.
In 1996 the Company redeemed its Class D cumulative convertible
preferred stock at a redemption price of $25 per share plus
accrued and unpaid dividends thereon to the redemption date.
Approximately 25,000 shares of Class D preferred stock were
converted into shares of common stock. The remaining shares of
Class D preferred stock (approximately 2,000) were redeemed for
cash.
The Company also redeemed its Class E cumulative convertible
preferred stock during fiscal 1996. Approximately 14.2 million
shares were converted into common stock and approximately 18,000
shares were redeemed for cash. The Company used common shares
acquired in open market purchases at an average aggregate cost
of $482.2 million for purposes of effecting the preferred stock
conversion.
9. EMPLOYEE EQUITY FUND
In fiscal 1993 the Company established a $700 million Employee
Equity Fund (EEF), a newly formed grantor trust, to pre-fund
future stock-related obligations of the Company's compensation
and benefit plans. The EEF supports existing, previously
approved employee plans which use ConAgra common stock and does
not change those plans or the amounts of stock expected to be
issued for those plans.
For financial reporting purposes the EEF is consolidated with
ConAgra. The fair market value of the shares held by the EEF is
shown as a reduction to common stockholders' equity in the
Company's consolidated balance sheets. All dividends and
interest transactions between the EEF and ConAgra are
eliminated. Differences between cost and fair value of shares
held and/or released are included in consolidated additional
paid-in capital.
Following is a summary of shares held by the EEF:
1996 1995
Shares held 16,014,644 19,423,916
Cost - per share $ 29.105 $ 29.105
Cost - total 466.1 565.3
Fair market value - per share $ 42.000 $ 32.250
Fair market value - total 672.6 626.4
10.STOCK OPTIONS AND RIGHTS
Stock option plans approved by the stockholders provide for
granting of options to employees for purchase of common stock
generally at prices equal to fair market value at the time of
grant, and for issuance of restricted or bonus stock without
direct cost or at reduced cost to the employee. During fiscal
1996, 1995 and 1994, 98,000 shares, 20,000 shares and 20,000
shares of restricted stock were issued, respectively. The value
of the restricted and bonus stock, equal to fair market value at
the time of grant, is being amortized as compensation expense or
will be paid by a reduction in current and future incentive
compensation liabilities to the employee. This compensation
expense was not significant for fiscal 1996, 1995 and 1994.
Generally, options granted become exercisable over a five-year
period and expire ten years after the date of grant. For
participants under the long-term senior management incentive
plan, options are exercisable under various vesting schedules.
Option shares and prices are adjusted for common stock splits
and changes in capitalization.
The changes in the outstanding stock options during the three
years ended May 26, 1996 are summarized below:
Shares
(in Option Price
millions) Per Share-Range
Balance at May 30, 1993 10.1 $ 2.94 - $32.63
Granted 2.7 25.25 - 26.50
Exercised (1.0) 2.94 - 25.38
Canceled (0.1) 17.33 - 30.83
----
Balance at May 29, 1994 11.7 5.56 - 32.63
Granted 2.8 30.75 - 33.13
Exercised (1.3) 5.56 - 31.50
Canceled (0.2) 13.78 - 31.50
----
Balance at May 28, 1995 13.0 6.56 - 33.13
Granted 2.7 35.75 - 46.63
Exercised (2.4) 6.56 - 40.00
Canceled (2.2) 9.67 - 40.00
----
Balance at May 26, 1996 11.1 9.67 - 46.63
====
Exercisable at May 26, 1996 6.2
====
At May 26, 1996, approximately 9.0 million shares were reserved
for granting additional options and restricted or bonus stock
awards.
Each share of common stock carries with it one preferred stock
purchase right ("Right"). The Rights become exercisable ten
days after a person (an "Acquiring Person") acquires or
commences a tender offer for 15% or more of the Company's common
stock. Each Right entitles the holder to purchase one one-
thousandth of a share of a new series Class E Preferred Stock at
an exercise price of $200, subject to adjustment. The
Rights expire on July 12, 2006, and may be redeemed at the option
of the Company at $.01 per Right, subject to adjustment. Under
certain circumstances, if (i) any person becomes an Acquiring
Person or (ii) the Company is acquired in a merger or other
business combination after a person becomes an Acquiring Person,
each holder of a Right (other than the Acquiring Person) will
have the right to receive, upon exercise of the Right, shares of
common stock (of the Company under (i) and of the acquiring
company under (ii)) having a value of twice the exercise price
of the Right. The Rights were issued pursuant to a dividend
declared by the Company's Board of Directors on July 12, 1996
payable to stockholders of record on July 24, 1996. Prior
rights, exercisable in similar circumstances for shares of the
Company's common stock, will expire according to their terms on
July 24, 1996. At May 26, 1996, the Company has reserved
243,156,453 shares of common stock for exercise of the Rights.
11.INCOME TAXES
The provision for income taxes includes the following:
1996 1995 1994
Current
Federal $186.9 $243.9 $222.3
State 34.8 49.2 43.9
Foreign 37.1 14.7 16.2
------ ------ ------
258.8 307.8 282.4
------ ------ ------
Deferred
Federal (26.4) 20.3 0.4
State (3.0) 2.2 0.1
Foreign (9.7) - -
------ ------ ------
(39.1) 22.5 0.5
------ ------ ------
$219.7 $330.3 $282.9
====== ====== ======
Income taxes computed by applying statutory rates to income
before income taxes are reconciled to the provision for income
taxes set forth in the Consolidated Statements of Earnings as
follows:
1996 1995 1994
Computed U.S. federal income taxes $143.0 $289.1 $252.0
State income taxes, net of U.S.
federal tax benefit 20.7 33.4 28.5
Nondeductible amortization of goodwill
and other intangibles 21.7 24.4 26.1
Export and jobs tax credits (9.4) (8.6) (14.1)
Permanent differences due to
non-recurring charges 45.8 - -
Other (2.1) (8.0) (9.6)
------ ------ ------
$219.7 $330.3 $282.9
====== ====== ======
Income taxes paid were $236.3 million, $326.4 million and $203.9
million in fiscal 1996, 1995 and 1994, respectively. The
Internal Revenue Service has examined the Company's tax returns
through fiscal 1989. The IRS has proposed certain adjustments,
some of which are being contested by the Company. The Company
believes that it has made adequate provisions for income taxes
payable.
The tax effect of temporary differences and carryforwards that
give rise to significant portions of deferred tax assets and
liabilities consist of the following:
1996 1995
Assets Liabilities Assets Liabilities
Depreciation and
amortization $ - $322.7 $ - $293.2
Nonpension postretirement
benefits 170.5 - 170.2 -
Other noncurrent liabilities
which will give rise to
future tax deductions 266.3 - 312.6 -
Deferred state taxes 24.3 - 36.6 -
Accrued expenses 43.2 - 50.2 -
Others 58.6 87.0 65.0 119.5
Non-recurring charges 115.7 - - -
------ ------ ------ ------
$678.6 $409.7 $634.6 $412.7
====== ====== ====== ======
12.COMMITMENTS
The Company leases certain facilities and transportation
equipment under agreements which expire at various dates.
Management expects that in the normal course of business, leases
that expire will be renewed or replaced by other leases.
Substantially all leases require payment of property taxes,
insurance and maintenance costs in addition to rental payments.
A summary of rent expense charged to operations follows:
1996 1995 1994
Cancelable $120.2 $119.0 $101.8
Noncancelable 119.6 115.1 130.0
------ ------ ------
$239.8 $234.1 $231.8
====== ====== ======
A summary of noncancelable operating lease commitments for
fiscal years following May 26, 1996 is as follows:
Type of
Property
Real Trans-
and Other portation
Property Equipment
1997 $ 79.9 $ 40.8
1998 67.3 36.5
1999 58.0 30.2
2000 45.2 19.6
2001 32.1 12.2
Later years 89.3 4.8
------ ------
$371.8 $144.1
====== ======
In connection with its trading activities, the Company had
letters of credit and performance bonds outstanding at May 26,
1996 aggregating approximately $350.6 million.
13.CONTINGENCIES
In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice").
As a result of the acquisition and the significant pre-
acquisition tax and other contingencies of the Beatrice
businesses and its former subsidiaries, the consolidated post-
acquisition financial statements of ConAgra reflected
significant liabilities and valuation allowances associated with
the estimated resolution of these contingencies.
As a result of a settlement reached with the Internal Revenue
Service in fiscal 1995, ConAgra released $230.0 million of a
valuation allowance and reduced non-current liabilities by
$135.0 million, with a resulting reduction of goodwill
associated with the Beatrice acquisition of $365.0 million.
Federal income tax returns of Beatrice for its fiscal 1990 and
various state tax returns remain open. However, after taking
into account the foregoing adjustments, management believes that
the ultimate resolution of all remaining pre-acquisition
Beatrice tax contingencies should not exceed the reserves
established for such matters.
Beatrice is also engaged in various litigation and environmental
proceedings related to businesses divested by Beatrice prior to
its acquisition by ConAgra. The environmental proceedings
include litigation and administrative proceedings involving
Beatrice's status as a potentially responsible party at 43
Superfund, proposed Superfund or state-equivalent sites.
Beatrice has paid or is in the process of paying its liability
share at 40 of these sites. Beatrice has established substantial
reserves for these matters. The environmental reserves are
based on Beatrice's best estimate of its undiscounted
remediation liabilities, which estimates include evaluation of
investigatory studies, extent of required cleanup, the known
volumetric contribution of Beatrice and other potentially
responsible parties and Beatrice's prior experience in
remediating sites. Management believes the ultimate resolution
of such Beatrice legal and environmental contingencies should
not exceed the reserves established for such matters.
ConAgra is party to a number of other lawsuits and claims
arising out of the operation of its businesses. After taking
into account liabilities recorded for all of the foregoing
matters, management believes the ultimate resolution of such
matters should not have a material adverse effect on ConAgra's
financial condition, results of operation or liquidity.
14.PENSION AND POSTRETIREMENT BENEFITS
Retirement Pension Plans
The Company and its subsidiaries have defined benefit retirement
plans ("Plan") for eligible salaried and hourly employees.
Benefits are based on years of credited service and average
compensation or stated amounts for each year of service.
Consolidated pension costs consist of the following:
<TABLE>
1996 1995 1994
Plan Accumulated Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets Benefits Assets
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 24.0 $ 8.0 $30.2 $ 5.2 $26.2 $ 4.0
Interest cost 61.4 19.6 58.6 12.7 58.0 12.5
Actual return on plan assets (184.4) (40.4) (36.3) (4.3) (79.3) (14.5)
Net amortization and
deferral 122.3 29.5 (30.0) (1.9) 14.7 5.2
------ ----- ----- ----- ----- -----
Net pension costs $ 23.3 $16.7 $22.5 $11.7 $19.6 $ 7.2
====== ===== ===== ===== ===== =====
</TABLE>
Pension costs were determined using an 8.5% discount rate (7.5%
in fiscal 1995 and 8.5% in fiscal 1994), a long-term rate of
return of 9.25% in fiscal 1996 and 9.0% in fiscal 1995 and 1994,
respectively, and a long-term rate of compensation increases of
5.5% for all years presented. The funded status of the plans at
February 28, 1996 and February 28, 1995 (dates of the most
recent actuarial reports) was as follows:
1996 1995
Plan Accumulated Plan Accumulated
Assets Benefits Assets Benefits
Exceed Exceed Exceed Exceed
Accumulated Plan Accumulated Plan
Benefits Assets Benefits Assets
Plan assets at
fair value $874.7 $220.4 $785.6 $128.2
------ ------ ------ ------
Projected benefit obligation:
Actuarial present value
of vested benefits 752.6 259.9 668.0 155.8
Actuarial present value
of nonvested benefits 47.8 16.6 34.8 9.5
------ ------ ------ ------
800.4 276.5 702.8 165.3
Additional obligation of
projected compensation
increases 153.7 23.1 100.5 13.7
------ ------ ------ ------
954.1 299.6 803.3 179.0
------ ------ ------ ------
Plan assets less than
projected benefit
obligations $(79.4) $(79.2) $(17.7) $(50.8)
====== ====== ====== ======
Consisting of:
Unrecognized
transition asset $ 14.0 $ 3.7 $ 18.3 $ 2.2
Unrecognized prior
service cost (1.7) (23.2) (1.8) (25.2)
Unrecognized net gain
(loss) (2.7) (35.0) 43.9 (14.3)
Adjustment to recognize
minimum liability - 35.4 - 23.9
Accrued pension cost on
consolidated
balance sheets (89.0) (60.1) (78.1) (37.4)
------ ------ ------ ------
$(79.4) $(79.2) $(17.7) $(50.8)
====== ====== ====== ======
Plan assets are primarily invested in equity securities,
corporate and government debt securities and common trust funds.
Included in plan assets are 2,540,171 shares of the Company's
common stock at a fair market value of $111.5 million at
February 28, 1996.
The actuarial projected benefit obligation was determined using
an assumed discount rate of 7.0% and 8.5% in fiscal 1996 and
1995, respectively, and long-term rate of compensation increases
of 5.5% for all years presented.
The Company has adopted a policy of funding accrued pension
costs to the extent deductible for income tax purposes.
The Company and its subsidiaries are also participants in multi-
employer pension plans covering certain hourly employees. Costs
associated with these plans for fiscal 1996, 1995 and 1994 were
$8.3 million, $8.2 million and $7.5 million, respectively.
Certain employees of the Company are covered under defined
contribution plans. The expense related to these plans was
$25.1 million, $23.7 million and $17.9 million in fiscal 1996,
1995 and 1994, respectively.
Postretirement Benefits
The Company's postretirement plans provide certain medical and
dental benefits to qualifying U.S. employees.
Net postretirement benefit cost includes the following
components:
1996 1995 1994
Service cost $ 3.2 $ 5.1 $ 4.5
Interest cost on accumulated
postretirement benefit obligation 34.2 29.8 30.4
Other (1.0) (1.0) (1.1)
----- ----- -----
$36.4 $33.9 $33.8
====== ===== =====
Benefit costs were generally estimated assuming retiree health
care costs would initially increase at an 11.0% annual rate for
all participants. The rates are assumed to decrease each year
to a 6.5% annual growth rate in the year 2002 and remain at a
6.5% annual growth rate thereafter. A 1% increase in these
annual trend rates would have increased the accumulated
postretirement benefit obligation at May 26, 1996 by $45.2
million with a corresponding effect on fiscal 1996
postretirement benefit expense of $4.3 million. The discount
rate used to estimate the accumulated postretirement benefit
obligation was 7.0% and 8.5% in fiscal 1996 and 1995,
respectively. Plan assets of $5.9 million consist of guaranteed
investment contracts earning a 13.7% annual rate of return. The
Company generally intends to fund claims as reported.
The status of the Company's plans at February 28, 1996 and 1995
was as follows:
1996 1995
Accumulated postretirement benefit obligations
Retirees and dependents $348.7 $353.0
Fully eligible active plan participants 35.5 31.1
Other active plan participants 47.2 35.8
------ ------
Total accumulated postretirement benefit
obligation 431.4 419.9
Plan assets at fair value (5.9) (6.1)
Unrecognized prior service cost 1.7 1.8
Unrecognized net actuarial gain 9.9 6.6
------ ------
Accrued postretirement benefit obligation $437.1 $422.2
====== ======
15.BUSINESS SEGMENTS
The Company is a diversified food company that operates across
the food chain, from basic agricultural inputs to production and
sale of branded consumer products. The Company has three
business segments. Grocery/Diversified Products include
companies that produce shelf-stable and frozen foods. This
segment markets food products in retail and foodservice
channels. Refrigerated Foods include companies that produce and
market branded processed meats, beef, pork, chicken, turkey and
cheese products to retail and foodservice markets. Food Inputs
& Ingredients include companies involved in distribution of
agricultural inputs -- crop production chemicals, fertilizers
and seeds -- and procurement, processing, trading and
distribution of commodity food ingredients.
Intersegment sales have been recorded at amounts approximating
market. Operating profit for each segment is based on net sales
less all identifiable operating expenses and includes the
related equity in earnings of companies included on the basis of
the equity method of accounting. General corporate expense,
goodwill amortization, interest expense (except financial
businesses) and income taxes have been excluded from segment
operations. All assets other than cash and those assets related
to the corporate office have been identified with the segments
to which they relate. The Company operates principally in the
United States.
1996 1995 1994
Sales to unaffiliated customers
Food Inputs & Ingredients $ 6,572.9 $ 5,799.5 $ 5,382.1
Refrigerated Foods 12,987.3 13,503.3 13,832.2
Grocery/Diversified Products 5,261.4 4,809.5 4,303.1
--------- --------- ---------
Total $24,821.6 $24,112.3 $23,517.4
========= ========= =========
Intersegment sales
Food Inputs & Ingredients $ 250.0 $ 182.4 $ 125.8
Refrigerated Foods 55.0 50.0 18.3
Grocery/Diversified Products 11.0 10.6 4.0
--------- --------- ---------
316.0 243.0 148.1
Intersegment elimination (316.0) (243.0) (148.1)
--------- --------- ---------
Total $ - $ - $ -
========= ========= =========
Net sales
Food Inputs & Ingredients $ 6,822.9 $ 5,981.9 $ 5,507.9
Refrigerated Foods 13,042.3 13,553.3 13,850.5
Grocery/Diversified Products 5,272.4 4,820.1 4,307.1
Intersegment elimination (316.0) (243.0) (148.1)
--------- --------- ---------
Total $24,821.6 $24,112.3 $23,517.4
========= ========= =========
Operating profit (Note a)
Food Inputs & Ingredients $ 236.5 $ 246.7 $ 215.5
Refrigerated Foods 106.3 416.4 398.6
Grocery/Diversified Products 644.7 629.9 526.4
--------- --------- ---------
Total operating profit 987.5 1,293.0 1,140.5
General corporate expenses (Note b) 219.0 137.6 107.3
Goodwill amortization 69.5 71.4 73.6
Interest expense - excluding
financial businesses 290.4 258.1 239.6
--------- --------- ---------
Total $ 408.6 $ 825.9 $ 720.0
========= ========= =========
Identifiable assets
Food Inputs & Ingredients $ 3,213.0 $ 2,655.0 $ 2,906.3
Refrigerated Foods 3,641.6 4,006.8 4,198.0
Grocery/Diversified Products 3,809.4 3,722.4 3,328.4
Corporate 532.6 416.8 289.1
--------- --------- ---------
Total $11,196.6 $10,801.0 $10,721.8
========= ========= =========
Additions to property, plant and
equipment - including businesses
acquired
Food Inputs & Ingredients $ 396.8 $ 78.2 $ 92.1
Refrigerated Foods 351.5 199.6 287.6
Grocery/Diversified Products 260.4 278.5 118.0
Corporate 7.4 0.9 6.4
-------- ------ ------
Total $1,016.1 $557.2 $504.1
======== ====== ======
Depreciation and amortization
Food Inputs & Ingredients $ 66.6 $ 57.7 $ 58.4
Refrigerated Foods 159.7 149.7 152.6
Grocery/Diversified Products 176.2 162.3 150.5
Corporate 5.4 6.1 6.9
-------- ------ ------
Total $ 407.9 $375.8 $368.4
======== ====== ======
Note (a):
Fiscal 1996 includes before-tax non-recurring charges of $452.8
million (Note 2). The charges were included in operating profit
as follows: $97.1 million in Food Inputs & Ingredients; $278.6
million in Refrigerated Foods; and $77.1 million in
Grocery/Diversified Products.
Note (b):
Fiscal 1996 includes a before-tax charge of $55.0 million
relating to the disposal of certain non-core businesses (Note
2).
16.QUARTERLY RESULTS (Unaudited)
Stock Market Dividends
Net Gross Net Income (Loss) Price Declared
Sales Profit Amount Per Share High Low Per Share
1996
First $ 6,436.2 $ 801.8 $ 87.1 $0.36 $39.38 $32.50 $0.2075
Second 6,629.9 952.5 167.1 0.72 40.38 37.00 0.2375
Third 5,772.9 867.7 128.4 0.55 47.13 39.50 0.2375
Fourth 5,982.6 877.4 (193.7)* (0.84)* 44.63 37.63 0.2375
--------- -------- ------ ----- ------ ------ -------
Year $24,821.6 $3,499.4 $188.9* $0.79* $47.13 $32.50 $0.9200
========= ======== ====== ===== ====== ====== =======
1995
First $ 6,248.6 $ 741.8 $ 76.8 $0.31 $33.00 $28.25 $0.1800
Second 6,291.4 899.1 149.9 0.63 33.13 29.75 0.2075
Third 5,757.1 839.0 118.5 0.49 33.50 29.75 0.2075
Fourth 5,815.2 854.0 150.4 0.63 34.50 30.88 0.2075
--------- -------- ------ ----- ------ ------ -------
Year $24,112.3 $3,333.9 $495.6 $2.06 $34.50 $28.25 $0.8025
========= ======== ====== ===== ====== ====== =======
* Includes non-recurring charges of $356.3 million, or $1.55
per share (Note 2).
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
ConAgra, Inc.
We have audited the accompanying consolidated balance sheets of
ConAgra, Inc. and subsidiaries as of May 26, 1996 and May 28, 1995,
and the related consolidated statements of earnings, common
stockholders' equity and cash flows for each of the three years
(fifty-two weeks) in the period ended May 26, 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion such consolidated financial statements present
fairly, in all material respects, the financial position of
ConAgra, Inc. and subsidiaries as of May 26, 1996 and May 28, 1995,
and the results of their operations and their cash flows for each
of the three years (fifty-two weeks) in the period ended May 26,
1996 in conformity with generally accepted accounting principles.
As discussed in Note 2 to the Consolidated Financial Statements, in
fiscal 1996 ConAgra, Inc. adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
July 12, 1996
Omaha, Nebraska
The Conduct of Our Affairs
The major objectives of the company are expressed in terms of
return on stockholders' equity and growth in trend line earning
power. As we conduct ourselves in the pursuit of our existing
businesses and in the growth of our businesses in an ethical and
moral way, we must also fulfill our commitments to our
government, to our society and to ourselves as individuals. In
one sense, ethics involves the point of view that suggests we
live in a glass bowl, and we should feel comfortable with any
actions we take, if they were shared publicly. Further, we will
conduct our affairs within the law.
Should there be evidence of possible malfeasance on the part of
any officer or member of management, each employee must feel the
responsibility to communicate that to the appropriate party.
This is a commitment that each of us must undertake and not feel
that it is a high-risk communication, but that it is expected
and, indeed, an obligation.
- -from ConAgra's Philosophy, page 6 (originally published in 1976)
Principal Officers
The principal officers of the company include, among others, those listed on
pages 54 and 55 of this report. The principal officers are responsible for
maintaining throughout the company a system of internal controls which protect
the assets of the company on a reasonable and economic basis. They also are
responsible for maintaining records which permit the preparation of financial
statements that fairly present the financial condition and results of
operations of the company in accordance with generally accepted accounting
principles.
Audit Committee of the Board
The Audit Committee of ConAgra's Board of Directors is composed entirely of
outside directors and recommends the appointment of the company's independent
public accountants. The Audit Committee meets regularly, and when appropriate
separately, with the independent public accountants, the internal auditors and
financial management. Both the independent public accountants and the internal
auditors have unrestricted access to the Audit Committee.
Board of Directors------------------
Board Committees
Executive Committee
Charles M. Harper, Chairman
Philip B. Fletcher
Walter Scott, Jr.
William G. Stocks
Audit Committee
Thomas R. Williams, Chairman
Robert A. Krane
Jane J. Thompson
Frederick B. Wells
Corporate Affairs Committee
William G. Stocks, Chairman
Dr. Ronald W. Roskens
Marjorie M. Scardino
Dr. Clayton K. Yeutter
Human Resources Committee
Gerald Rauenhorst, Chairman
Carl E. Reichardt
Walter Scott, Jr.
Philip B. Fletcher, 63
Omaha, Nebraska.
Chairman of ConAgra board of directors since May 1993 and chief executive
officer of ConAgra since September 1992. Director since 1989.
Charles M. Harper, 68
Omaha, Nebraska.
Former chairman and chief executive officer of RJR Nabisco Holdings Corp.
ConAgra chief executive officer 1976 - September 1992. Chairman of ConAgra
board 1981 - May 1993. Director since 1975.
Robert A. Krane, 62
Denver, Colorado.
Consultant, KRA, Inc. Former president and chief executive officer of Central
Bancorporation (financial services). Director since 1982.
Gerald Rauenhorst, 68
Minneapolis, Minnesota.
Chairman of the board and chief executive officer of Opus Corporation (real
estate, construction and development). Director since 1982.
Carl E. Reichardt, 65
San Francisco, California.
Former chairman and chief executive officer of Wells Fargo & Company and Wells
Fargo Bank. Director since 1993.
Dr. Ronald W. Roskens, 63
Omaha, Nebraska.
President of Global Connections, Inc. (international business consulting).
Former president of the University of Nebraska System. Director since
1992.
Marjorie M. Scardino, 49
London, England.
Chief executive of The Economist Newspaper Ltd. (publishing). Director since
1994.
Walter Scott, Jr., 65
Omaha, Nebraska.
President and chairman of the board of Peter Kiewit Sons', Inc. (construction,
mining and telecommunications). Director since 1986.
William G. Stocks, 69
Phoenix, Arizona.
Former chairman of the board and chief executive officer of Peavey Company.
Director since 1982.
Jane J. Thompson, 45
Hoffman Estates, Illinois.
President, Home Services, Sears, Roebuck and Co. (retailing). Director since
1995.
Frederick B. Wells, 68
Minneapolis, Minnesota.
President of Asian Fine Arts (fine arts retailing).
Director since 1982.
Thomas R. Williams, 67
Atlanta, Georgia.
President and director of The Wales Group, Inc. (investment
management and counseling). Director since 1978.
Dr. Clayton K. Yeutter, 65
McLean, Virginia.
Of counsel with Washington, D.C. law firm Hogan & Hartson.
Former U.S. Trade Representative and Secretary of Agriculture. Director
1980-1985 and since 1992.
(Photo - Board of Directors)
Cutline for Board of Directors photo:
First row, left to right: Gerry Rauenhorst, Phil Fletcher,
Marjorie Scardino, Dr. Ron Roskens, Mike Harper. Second row,
left to right: Tom Williams, Bob Krane, Fred Wells, Carl
Reichardt, Dr. Clayton Yeutter. Third row, left to right: Bill
Stocks, Jane Thompson, Walter Scott.
PRINCIPAL OFFICERS
Philip B. Fletcher, 63
Chairman and Chief Executive Officer
Chief executive officer since September 16, 1992; chairman since
May 31, 1993. Named president and chief operating officer of
ConAgra in 1989. Joined ConAgra in 1982 as president of Banquet
Foods Company. Thirty-eight years of food industry experience;
formerly associated with Heublein Company, H.J. Heinz, U.S.A.
and Campbell Soup Company.
Office of the President
David J. Gustin, 45
President and Chief Operating Officer
ConAgra Grocery Products Companies
Named to current position in July 1996. President of Hunt-Wesson Grocery
Products Companies 1995-1996. Joined ConAgra in 1992 as president of Orville
Redenbacher/Swiss Miss Foods Company. Twenty-three years of food industry
experience in marketing and general management; formerly associated with
Frito-Lay, Inc. and General Foods Corporation.
Leroy O. Lochmann, 61
President and Chief Operating Officer
ConAgra Refrigerated Foods Companies
Named to current position in January 1995. Named to the Office of the
President in 1990. President and chief operating officer of Armour
Swift-Eckrich 1990-1993. President and chief operating officer of ConAgra
Meat Products Companies 1993-1995. Joined ConAgra in August
1990 when ConAgra acquired Beatrice Company. President of
Swift-Eckrich 1984-1990. Forty-three years of meat industry
experience in operations and management.
Thomas L. Manuel, 49
President and Chief Operating Officer
ConAgra Trading and Processing Companies
Named to current position in February 1994. President of ConAgra Grain
Processing Companies 1988-1994. Joined ConAgra in 1977 as general manager of
ConAgra Feed Ingredient Merchandising Company. President of ConAgra Flour
Milling Company 1987-1994. Twenty-six years of experience in the grain
processing and commodity trading industries.
Floyd McKinnerney, 59
President and Chief Operating Officer
ConAgra Agri-Products Companies
Named to current position in 1987. Joined ConAgra in 1978 as president of Mid
Valley Chemicals. Thirty-five years of experience in the agricultural
chemical industry; formerly co-owner of Dennison's Chemical Company, Weslaco,
Texas.
James D. Watkins, 48
President and Chief Operating Officer
ConAgra Diversified Products Companies
Named to current position in June 1993. Named to the Office of the President
in August 1991 after Golden Valley Microwave Foods merged with ConAgra.
President and chief operating officer of Golden Valley, Lamb-Weston and Arrow
Industries 1991-1993. Twenty-five years of food industry experience in the
development and marketing of microwave food products and general management.
Founder of Golden Valley Microwave Foods in 1978; formerly associated with
The Pillsbury Company.
CORPORATE
Management Executive Committee
Philip B. Fletcher
Chairman and Chief Executive Officer
Office of the President
(The five executives listed on this page)
Dwight J. Goslee
Senior Vice President, Business Systems and
Development, and Chief Information Officer
James P. O'Donnell
Senior Vice President and Chief Financial Officer
L.B. Thomas
Senior Vice President, Corporate Secretary and Risk Officer
Gerald B. Vernon
Senior Vice President, Human Resources
David R. Willensky
Senior Vice President, Corporate Planning and
Development
CORPORATE STAFF
Walter H. Casey
Vice President, Corporate Communications
Kenneth W. DiFonzo
Vice President and Controller
John J. Dill
Vice President, Taxes
P. David Eppenauer
Vice President, Assistant Corporate Controller
Richard L. Gady
Vice President, Public Affairs and Chief Economist
Denise M. Hagerty
Vice President, Assistant Corporate Controller
Raymond V. Hartman
Vice President, Tax and Administration,
Beatrice Co.
Reeder P. Jones
Vice President, Assistant Corporate Controller
Paul A. Korody
Vice President, Government Affairs
Margaret E. Lacey
Vice President, Corporate Treasurer
Archie L. Meairs
Vice President, Insurance and Loss Control
David G. Pederson
Vice President, Compensation and Benefits
Joseph V. Petty
Vice President, Management Information Systems
Lynn L. Phares
Vice President, Public Relations and Community Affairs
Janet M. Richardson
Vice President, Corporate Facilities and Services
Donald J. Stone
Vice President, Transportation
Michael J. Trautschold
Vice President, Corporate Marketing Services
Legal Counsel
McGrath, North, Mullin & Kratz, P.C.
Omaha, Nebraska
General Counsel:
Bruce C. Rohde
Assistant General Counsel:
David L. Hefflinger
PRINCIPAL OFFICERS
INDEPENDENT OPERATING COMPANIES
ConAgra Agri-Products Companies
Floyd McKinnerney
President and Chief Operating Officer
Philip J. James, Executive Vice President
United Agri Products Companies
J. Charles Blue, President
Country General Stores
Anthony J. Seitz, President
ConAgra Diversified Products Companies
James D. Watkins
President and Chief Operating Officer
ConAgra Foods Ltd.
United Kingdom Sales Company
William D. Bainbridge
Managing Director
ConAgra Shrimp Companies
Singleton Seafood Company
Jesse Gonzalez, President
Lamb-Weston, Inc.
Richard A. Porter, President
ConAgra Grocery Products Companies
David J. Gustin
President and Chief Operating Officer
ConAgra Frozen Foods
James T. Smith, President
ConAgra Grocery Products Companies International
Taketo Murata, President
Golden Valley Microwave Foods, Inc.
John S. McKeon, President
Hunt Foods Company
Edward A. Snell, President
Hunt-Wesson Foodservice Company
Ronald G. Bennett, President
Hunt-Wesson Grocery Products Sales Company
Douglas A. Knudsen, President
Knott's Berry Farm Foods
La Choy/Rosarita Foods Company
Williard E. Lynn, President
Orville Redenbacher/Swiss Miss Foods Company
Ronald Doornink, President
Wesson/Peter Pan Foods Company
Glen A. Smith, President
ConAgra Refrigerated Foods Companies
Leroy O. Lochmann
President and Chief Operating Officer
Beatrice Cheese Company
Kevin J. Ruda, President
Butterball Turkey Company
Dean E. Falk, President
ConAgra Poultry Company
Thomas A. Slamecka, President
Professional Food Systems
J. Rolan Brevard, President
ConAgra Red Meat Companies
William G. Fielding, President
Australia Meat Holdings Pty Ltd.
Keith A. Lawson, Executive Chairman
ConAgra Fresh Meats Company
Alan E. Glueck, President
E.A. Miller Inc.
Ted A. Miller, President
Monfort Beef and Lamb Company
Kevin D. LaFleur, President
Swift & Company
David B. Heggestad, President
ConAgra Refrigerated Foods Foodservice
Gary K. Harmon, President
ConAgra Refrigerated Foods International Sales Corporation
Charles K. Monfort, President
ConAgra Refrigerated Foods Transportation Company
Robert H. Burns, President
ConAgra Refrigerated Prepared Foods
Timothy M. Harris, President
Decker Food Company
L. Richard Belsito, President
Cook Family Foods, Ltd.
Eugene J. Dembkoski
Chief Operating Officer
National Foods Inc.
Harvey Potkin, Chairman
Steven B. Silk, President
ConAgra Trading and Processing Companies
Thomas L. Manuel
President and Chief Operating Officer
Arrow Industries
Steven P. Rosenberg, President
ConAgra Cattle Feeding
ConAgra Commodity Management Company
Gary P. White, President
ConAgra Commodity Services Company
Gregory A. Heckman, Vice President and General Manager
ConAgra Feed Company
George W. Thames
Vice President and General Manager
ConAgra Flour Milling Company
Russell J. Bragg, President
ConAgra Grain Companies
Fred E. Page, President
ConAgra Pet Products Company
Thurmond Jones, President
ConAgra Specialty Grain Products Company
Michael D. Walter, President
ConAgra Malt
(50-percent owned)
Donald C. Smith, President
International Trading
Russell J. Bragg, President
ConAgra International Fertilizer Company
Brian D. Harlander, President
Klein-Berger Company
Robert J. Corkern, President
Molinos de Puerto Rico
Manuel O. Herrera, President
United Specialty Food Ingredients Cos.
Raymond J. DeRiggi, President
CORPORATE CITIZENSHIP
ConAgra is committed to being a good corporate citizen. We aim to make a
lasting, positive impact on the quality of life in the communities where our
employees work and live -- through our civic involvement, the many volunteer
hours contributed by our employees, and the charitable dollars we invest in our
communities.
Our policy is to contribute in cash an average of one percent of pretax
earnings to organizations that are working to improve our communities or
our world. We focus our resources in four areas: Education, Health and Human
Services, Arts and Culture, and Civic and Community Betterment. In fiscal
1996, the ConAgra Foundation made cash grants to almost 400 nonprofit
organizations in these areas of focus.
In addition to cash donations, ConAgra regularly makes substantial in-kind
donations of products, equipment and facilities.
We focus in this report on the increasing emphasis we are placing on
financial support for education.
Investing in the Future
The ConAgra Foundation in fiscal 1996 funded four major scholarship programs,
two for which the children of ConAgra employees compete, and two for young
people outside the ConAgra family.
Employees' children compete for ConAgra Foundation National Merit
Scholarships and Mike Harper Leadership Scholarships. High school students
active in Future Farmers of America compete for scholarships to the University
of Nebraska-Lincoln Agribusiness Program, a program initiated and originally
funded by ConAgra. And finally, the ConAgra Foundation provided about 50
scholarships in the past year for students at Metropolitan Community College in
Omaha.
About 275 students are currently benefiting from scholarships funded by the
ConAgra Foundation. The annual value of these scholarships is about $336,000.
Matching Employees' Gifts to Higher Education
During fiscal 1996, the ConAgra Foundation began matching employees' gifts to
colleges and universities. This program, which matched gifts to 175 schools in
its first six months, is designed to encourage ConAgra employees to support
higher education, and to give employees across ConAgra a voice in selecting the
educational institutions supported by the ConAgra Foundation.
From Early Childhood Education to Career Preparation
The ConAgra Foundation funds a wide range of education-related organizations
and projects. An early childhood education initiative in Omaha, in its third
year, is designed to improve communitywide access to top-quality early
childhood education. The ConAgra Foundation, the lead funder, committed
$900,000 to the project.
A three-year-old pilot program called Success Prep, funded almost entirely
by the ConAgra Foundation, is designed to better prepare non-college-bound
young people for success in the workplace. The ConAgra Foundation has invested
more than $600,000 in this innovative Omaha program that is achieving excellent
results in job placement, job retention and good performance appraisals for its
graduates.
Other ConAgra Foundation commitments to education range from Creative
Educator Awards for K-12 teachers in Nebraska to scholarship support for
Hispanic youth in Colorado.
We focus on education because it can change lives, it can break the cycle of
poverty, it can give young people a chance. When we invest in education, we
are investing in the future.
PHOTO:Graduate
CUTLINE: Jaime Danehey, a 1996 high school graduate, is one of more than 100
students who won ConAgra Foundation scholarships in fiscal 1996. Including
scholarships renewed during the year, there were about 275 ConAgra Foundation
scholarship recipients in fiscal 1996. Jaime, the daughter of ConAgra employee
Linda Vencil, won a ConAgra Foundation National Merit Scholarship.
INVESTOR INFORMATION
ConAgra Stock
ConAgra's common stock is listed on the New York Stock Exchange.
Ticker symbol: CAG.
At the end of fiscal 1996, 243.2 million shares of common stock were
outstanding, including 16 million shares held in the company's Employee Equity
Fund. There were 34,000 stockholders of record, 25,000 holders via ConAgra's
401(k) plan for employees and an estimated 85,000 "street-name" beneficial
holders whose shares are held in names other than their own -- in brokerage
accounts, for example. During fiscal 1996, 117 million shares were traded, a
daily average of about 464,000 shares.
The Series A, Series B and Series C preferred securities of ConAgra Capital,
L.C. also are listed on the New York Stock Exchange. Ticker symbols: CAG PrA,
CAG PrB, CAG PrC. For the current dividend rate of ConAgra Capital's variable
rate preferred securities, call (800) 840-3404.
Common Stock Dividends
ConAgra normally pays quarterly common stock dividends on March 1, June 1,
September 1 and December 1. The current annual dividend rate is 95 cents per
share. The company's dividend objective and results are on page 5 of this
report.
ConAgra has paid 82 consecutive quarterly common stock dividends. The
dividend was increased 14.5 percent beginning with the December 1, 1995
payment. ConAgra has increased common stock dividends per share 14 percent or
more for 21 consecutive years.
Annual Meeting of Stockholders
ConAgra's annual stockholders meeting will be held on Thursday, September 26,
1996 at 1:30 p.m. at the Kiewit Conference Center, 1313 Farnam Street (corner
of Farnam and 13th streets), Omaha, Nebraska. Please note the new location.
See the proxy statement for additional information.
News and Publications
Call ConAgra Investor Information at (800) CAG-0244 to hear current company
news, including quarterly earnings and common stock dividends, or to request
printed materials such as the mid-year report or the Form 10-K, an annual
filing with the Securities and Exchange Commission.
Call Company News On-Call (CNOC) at (800) 758-5804, extension 200825 to
receive, at no charge, ConAgra news releases via facsimile transmission. Or
access CNOC on the Internet for ConAgra news releases and other company
information at http://www.prnewswire.com.
Visit these ConAgra sites on the Internet:
Healthy Choice at http://www.healthychoice.com
Butterball at http://www.butterball.com
Lamb-Weston at http://www.lambweston.com
Sergeant's pet accessories at http://www.sergeants.com
ConAgra mails mid-year reports to stockholders of record. Street-name
holders who would like to receive these reports may call (800) CAG-0244 and ask
to be placed on our mailing list to receive mid-year reports.
Shareholder Services
Stockholders of record who have questions about or need help with their account
may contact ConAgra Shareholder Services, (800) 840-3404.
Through ConAgra's Shareholder Service Plan, stockholders of
record may:
- - Have stock certificates held by ConAgra Shareholder Services
for safekeeping and to facilitate sale or purchase of shares.
- - Automatically reinvest some or all common and/or preferred
dividends in ConAgra common stock. Nearly 40 percent of
ConAgra's stockholders of record participate.
- - Purchase additional shares of ConAgra common stock through
voluntary cash investments of $50 to $50,000 per calendar year.
- - Automatically deposit dividends directly to bank accounts
through Electronic Funds Transfer (EFT).
For more information, call ConAgra Shareholder Services, (800)
840-3404.
Corporate Headquarters
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
(402) 595-4000
Corporate Secretary (402) 595-4005
Corporate Communications (402) 595-4157
Analyst/Investor Inquiries (402) 595-4154
Transfer Agent and Registrar
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
(800) 840-3404
Exhibit 21
Subsidiaries of ConAgra
ConAgra, Inc. is the parent corporation owning 100% (unless otherwise
noted) of the voting securities of the following subsidiaries as of May 26,
1996:
Jurisdiction of
Subsidiary Incorporation
Atwood-Kellogg Company Minnesota
Chun-King, Inc. Delaware
ConAgra Brands, Inc. Nebraska
ConAgra Capital L.C. (indirectly controlled) Iowa
ConAgra Fertilizer Company (owns 100% of the voting
securities of one domestic corporation engaged in the
retail fertilizer business) Nebraska
ConAgra Foreign Sales Corporation, Inc. Guam
ConAgra International Fertilizer Company Delaware
ConAgra International, Inc. (owns 100% of the
voting securities of 53 foreign and one domestic
corporation, 90.9% of three foreign corporations and
30% of one foreign corporation, all engaged principally
in the worldwide commodities trading business and the
processing of beef, wool and malt) Delaware
ConAgra International (Far East) Limited (owns 100% of the
voting securities of three foreign corporations engaged
principally in the worldwide commodities trading business) Hong Kong
ConAgra International, S.A. Spain
ConAgra Pet Products Company Delaware
ConAgra Poultry Company Delaware
ConAgra Refrigerated Foods Companies Delaware
Country General, Inc. Delaware
Country Skillet Catfish Company Delaware
CTC North America, Inc. Delaware
Golden Valley Microwave Foods, Inc. (owns 100% of
the voting securities of two foreign corporations
engaged in the development and marketing of foods
for preparation in microwave ovens) Minnesota
Hunt-Wesson, Inc. (owns 100% of the voting securities
of 22 domestic and two foreign corporations, 70% of one
foreign corporation and 50% of two foreign corporations,
all engaged principally in the production and marketing
of retail, foodservice and industrial food products) Delaware
Klein-Berger Company California
Knott's Berry Farm Foods, Inc. California
Kurt A. Becher GmbH & Company KG Germany
Lamb-Weston, Inc. (owns 100% of the voting securities
of three foreign and two domestic corporations, all
engaged in the potato products business) Delaware
Meridian Seafood Products, Inc. Delaware
Miller Bros. Company, Inc. Utah
Molinos de Puerto Rico, Inc. Nebraska
Monfort, Inc. (owns 100% of the voting securities
of nine domestic and one foreign corporation, all
engaged principally in the livestock feeding and
processing business) Delaware
Prairie Bean Company California
Superior Barge Lines, Inc. (80% owned) Delaware
To-Ricos, Inc. Nebraska
United Agri Products, Inc. (owns 100% of the
voting securities of 34 domestic and one foreign
corporation, all engaged principally in the
agricultural chemicals business) Delaware
United Milling Systems AIS Denmark
The corporations listed above and on the previous page are included in
the consolidated financial statements, which are a part of this report.
ConAgra and its subsidiaries account for the following investments using
the equity method of accounting:
Saprogal (100% owned) Spain
Sapropor (99.9% owned) Portugal
Barrett Burston Malting Co. Pty. Ltd. (50% owned) Australia
Malt Real Property Pty. Ltd. (50% owned) Australia
ConAgra 29 B.V. (50% owned) Netherlands
Canada Malting Company Limited (50% owned) Canada
Ulgrave Limited (50% owned) United Kingdom
CAG 28, Inc. (50% owned) United States
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in all currently
effective Registration Statements of ConAgra, Inc. on Form S-3 and
on Form S-8 (including any Post Effective Amendments thereto) filed
on or before August 23, 1996, of the reports of Deloitte & Touche
LLP dated July 12, 1996, included in and incorporated by reference
in the Annual Report on Form 10-K of ConAgra, Inc. for the year
ended May 26, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 23, 1996
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Charles M. Harper
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Robert A. Krane
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Gerald Rauenhorst
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Carl E. Reichardt
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Ronald W. Roskens
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Marjorie Scardino
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Walter Scott, Jr.
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ William G. Stocks
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Jane J. Thompson
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Frederick B. Wells
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Thomas R. Williams
POWER OF ATTORNEY
The undersigned Director of ConAgra, Inc., a Delaware corporation, hereby
constitutes and appoints Philip B. Fletcher as Attorney-in-Fact in his name,
place and stead to execute ConAgra's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996, together with any and all subsequent amendments
thereof, in his capacity as a Director and hereby ratifies all that said
Attorney-in-Fact may do by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 12th day of July, 1996.
/s/ Clayton Yeutter
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