SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CONAGRA, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
----------------------------------------------------
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
Philip B. Fletcher
Chairman of the Board
Chief Executive Officer
Corporate Headquarters
Dear Stockholder:
It's our pleasure to invite you to ConAgra's Annual Meeting of
Stockholders in Omaha on September 26, 1996. On the following
pages you'll find information about the meeting plus a Proxy
Statement.
A brief reception will precede the meeting and management
presentation, followed by a question and answer session for
stockholders.
If you can't be with us in person, please be sure to vote
your shares by proxy. Just mark, sign and date the enclosed proxy
card and return it in the postage-paid envelope. Your prompt
return of the card will help your Company avoid additional
solicitation costs. In person or by proxy, your vote is
important.
Sincerely,
/s/ Philip B. Fletcher
Philip B. Fletcher
August 20, 1996
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
L.B. Thomas
Senior Vice President
Risk Officer and
Corporate Secretary
To ConAgra Stockholders:
ConAgra's annual stockholders' meeting will be held on
Thursday, September 26, 1996 at the Kiewit Conference Center,
1313 Farnam Street, Omaha, Nebraska. The meeting will begin
promptly at 1:30 p.m.
Matters to be voted on at the meeting are:
Item 1. Elect directors.
Item 2. Approve independent accountants for fiscal 1997.
Stockholders of record as of the close of business on
August 2, 1996 are eligible to vote at the Annual Stockholders'
meeting.
It is important that your shares be represented whether or
not you plan to attend. So please sign the enclosed proxy and
return it promptly in the envelope provided. If you attend the
meeting, you may withdraw your proxy at that time and vote your
shares in person.
By order of the Board of Directors.
/s/ L. B. Thomas
L. B. Thomas
August 20, 1996
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 26, 1996
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual
Meeting of Stockholders to be held at the Kiewit Conference
Center, 1313 Farnam Street, Omaha, Nebraska, at 1:30 p. m. on
September 26, 1996. Stockholders of record at the close of
business on August 2, 1996 will be entitled to vote at the
meeting.
PROXIES
Proxies are being solicited by the Board of Directors of the
Company. The Company will bear all costs of the solicitation.
If the accompanying proxy is executed and returned, the shares
represented by the proxy will be voted as specified therein, but
the stockholder may revoke the proxy before the meeting by
mailing a signed instrument revoking the proxy to: L. B. Thomas,
Secretary, ConAgra, Inc., One ConAgra Drive, Omaha, Nebraska,
68102; to be effective, a mailed revocation must be received by
the Secretary on or before September 24, 1996. A stockholder
may attend the meeting in person, withdraw the proxy and vote in
person. This Proxy Statement is being mailed to stockholders on
or about August 20, 1996.
VOTING SECURITIES
The Company at August 2, 1996 had issued and outstanding
240,742,313 voting shares of Common Stock. Each share of
Common Stock is entitled to one vote. There were no shares of
voting Preferred Stock outstanding at August 2, 1996.
The presence of a majority of the combined outstanding
Common Stock represented in person or by proxy at the
meeting, will constitute a quorum . Shares represented by
proxies that are marked "abstain" will be counted as shares
present for purposes of determining the presence of a quorum
and will also be counted in the total number of votes present
for passage of any proposal . Proxies relating to "street
name" shares that are voted by brokers on some matters will be
treated as shares present for purposes of determining the
presence of a quorum, but will not be treated as shares entitled
to vote at the annual meeting on those matters as to which
authority to vote is withheld by the broker ("broker non-votes").
The five nominees receiving the highest vote totals will be
elected as Directors of ConAgra. Accordingly, abstentions and
broker non-votes will not affect the outcome of the election of
Directors. All other matters to be voted on will be decided by
the affirmative vote of a majority of the shares present or
represented at the meeting and entitled to vote. On any such
matter, an abstention will have the same effect as a negative
vote. A broker non-vote will not be counted as an affirmative
vote or a negative vote because shares held by brokers will not
be considered entitled to vote on matters as to which the brokers
withhold authority.
VOTING SECURITIES AND OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS
No stockholder is known by the Company to beneficially own
more than 5% of the Company's outstanding Common Stock as of
August 2, 1996.
VOTING SECURITIES OWNED BY EXECUTIVE OFFICERS
AND DIRECTORS AS OF AUGUST 2, 1996
The following table shows certain information with respect
to ConAgra's common stock beneficially owned by directors and
executive officers as of August 2, 1996. No director or
executive officer beneficially owned 1% or more of
ConAgra's common stock . The directors and executive
officers as a group beneficially owned 2.7% of ConAgra's
outstanding common stock . The shares shown as beneficially
owned include shares which executive officers and directors are
entitled to acquire pursuant to outstanding stock options
exercisable within sixty days of August 2, 1996.
<TABLE>
<CAPTION>
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
<S> <C> <C>
Philip B. Fletcher Common Stock 707,693
C. M. Harper Common Stock 1,419,000
Robert A. Krane Common Stock 53,006
Gerald Rauenhorst Common Stock 125,519
Carl E. Reichardt Common Stock 21,200
Ronald W. Roskens Common Stock 16,500
Marjorie M. Scardino Common Stock 10,800
Walter Scott, Jr. Common Stock 79,650
William G. Stocks Common Stock 304,276
Jane J. Thompson Common Stock 5,600
Frederick B. Wells Common Stock 139,358
Thomas R. Williams Common Stock 63,252
Clayton Yeutter Common Stock 16,700
Leroy O. Lochmann Common Stock 177,403
Albert J. Crosson Common Stock 100,514
Thomas L. Manuel Common Stock 379,719
James D. Watkins Common Stock 984,295
Directors and Executive
Officers as a Group Common Stock 6,387,479
(26 Persons)
<FN>
(1) Shares reported include shares owned by spouses of
directors; 22,500 common shares owned by a charitable foundation
or which Mr. Scott is a trustee and disclaims beneficial
ownership; 33,204 common shares owned by a charitable foundation
for which Mr. Rauenhorst is a director and disclaims beneficial
ownership; 440,751 common shares owned by trusts for which Mr.
Watkins disclaims beneficial ownership; and 1,058,674
common shares which directors and executive officers are
entitled to acquire pursuant to stock options exercisable within
sixty days of August 2, 1996.
</TABLE>
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of
thirteen members, divided into three classes. Each class serves
for three years on a staggered-term basis.
The terms of the following directors expire at the annual
meeting to be held on September 26, 1996: Ronald W. Roskens,
Jane J. Thompson, Frederick B. Wells, Thomas R. Williams and
Clayton Yeutter. The Board of Directors' nominees to positions on
the Board expiring in September 1999 are: Ronald W.
Roskens, Jane J. Thompson, Frederick B. Wells, Thomas R. Williams
and Clayton Yeutter.
The following paragraphs set forth the principal occupation
of each director for the last five years, other positions each
has held, the date each was first elected a director of the
Company, the date each director's term expires, and the age of
each director. Directors who are nominees for election at the
1996 stockholders' meeting are listed first.
RONALD W. ROSKENS - Nominee - Omaha, Nebraska.
President of Global Connections, Inc. (international business
consulting). Head of U.S. Agency for International Development
from 1990 until December 1992; President of University of
Nebraska from 1977 until 1989; Director of MFS Communications
Company, Inc. Mr. Roskens has been a director since 12/3/92. His
current term expires 9/26/96. He is 63 years of age.
JANE J. THOMPSON - Nominee - Hoffman Estates, Illinois.
President, Sears Home Services since January 1996 .
Previous positions with Sears include Executive Vice President
and General Manager, Credit, from 1993 to 1995; Vice President
Corporate Planning and Merchandise Group Planning 1990-1992; Vice
President, Corporate Planning 1989 - 1990; and Vice President,
Strategic Planning, Specialty Merchandising 1988-1989. She has
been a director since 1/13/95. Her current term expires 9/26/96.
She is 45 years of age.
FREDERICK B. WELLS - Nominee - Minneapolis, Minnesota.
President of Asian Fine Arts (retail art sales); Mr. Wells has
been a director since 7/20/82. His current term expires 9/26/96.
He is 68 years of age.
THOMAS R. WILLIAMS - Nominee - Atlanta, Georgia.
President and Director of The Wales Group, Inc. (investment
management and counseling). Director of American Software, Inc,
Apple South, Inc., Bell South, Inc., Georgia Power Company, and
National Life Insurance Company; Trustee of The Fidelity Group of
Mutual Funds. Mr. Williams has been a director since 9/19/78. His
current term expires 9/26/96. He is 67 years of age.
CLAYTON YEUTTER - Nominee - McLean, Virginia.
Of counsel with the Washington, DC law firm of Hogan & Hartson
since February 1993. Counsellor to the President of the United
States for Domestic Policy in 1992; US Secretary of Agriculture
from February 1989 until February 1991; and former US Trade
Representative. Director of Oppenheimer Funds, Texas Instruments,
Caterpillar, FMC, B. A. T. Industries, and Farmers Insurance Co.
Mr. Yeutter has been a director since 12/3/92. His current term
expires 9/26/96. He is 65 years of age.
The following directors serve for terms that expire after
1996:
PHILIP B. FLETCHER - Omaha, Nebraska.
Chairman of the Board of ConAgra since May 1993 and Chief
Executive Officer of ConAgra since September 1992. President &
Chief Operating Officer of ConAgra, from July 1989 until
September 1992. ; President & Chief Operating Officer, ConAgra
Prepared Foods Cos. from July 1984 until July 1989. Mr. Fletcher
has been a director since 7/13/89. His current terms expires
9/25/97. He is 63 years of age.
C. M. HARPER - Omaha, Nebraska.
Chairman & Chief Executive Officer, RJR Nabisco, Inc. and RJR
Nabisco Holdings Corporation from June 1993 until May 1996.
Chairman of the Board of Directors of ConAgra from 1981 until May
1993; Chief Executive Officer of ConAgra from 1976 until Sept.
1992; Director of Valmont Industries, Inc., Norwest Corp., Peter
Kiewit Sons', Inc. and E.I. DuPont de Nemours and Company. Mr.
Harper has been a director since 8/13/75. His current term
expires 9/24/98. He is 68 years of age.
ROBERT A. KRANE - Denver, Colorado.
Consultant, KRA, Inc., September 1990 to present. Retired
President, Chief Executive Officer and Director of Central
Bancorporation, Inc. Mr. Krane has been a director since 7/20/82.
His current term expires 9/25/97. He is 62 years of age.
CARL E. REICHARDT - San Francisco, California.
Retired Chairman of the Board of Directors and Chief Executive
Officer of Wells Fargo & Company and Wells Fargo Bank. Director
of Wells Fargo & Company, Wells Fargo Bank, Columbia/HCA
Healthcare Corporation, Ford Motor Co., Pacific Gas and Electric
Company, McKesson Corporation , Newhall Management
Corporation, and SunAmerica, Inc. Mr. Reichardt has been a
director since 3/1/93. His current term expires 9/24/98. He is 65
years of age.
GERALD RAUENHORST - Minneapolis, Minnesota.
Chairman of the Board of Directors and Chief Executive Officer of
Opus Corporation (real estate, construction, and development).
Chairman, North Star Ventures (venture capital company).
Director, Cornerstone Properties Inc. Mr. Rauenhorst has been a
director since 7/20/82. His current term expires 9/25/97. He is
68 years of age.
MARJORIE M. SCARDINO - London, England.
Chief Executive of The Economist Newspaper Ltd since April 1993.
President of The Economist Newspaper Group Inc. (North America
Operations) from 1985 until 1993. Member of the Boards of WH
Smith, plc, The Economist Newspaper, Ltd. (and subsidiaries),
Public Radio International, and The Atlantic Council. Mrs.
Scardino has been a director since June 1, 1994. Her current term
expires 9/24/98. She is 49 years of age.
WALTER SCOTT, JR. - Omaha, Nebraska.
Chairman of the Board of Directors and President of Peter Kiewit
Sons', Inc. (private construction, mining and telecommunications
company). Director of Berkshire Hathaway Inc., Burlington
Resources, Inc., CalEnergy Company, Inc., First Bank System,
Inc., MFS Communications Company, Inc., Valmont Industries, Inc.,
and C-TEC Corporation. Mr. Scott has been a director since
12/5/86. His current term expires 9/25/97. He is 65 years of age.
WILLIAM G. STOCKS - Phoenix, Arizona.
Retired Chairman of the Board and Chief Executive Officer of
Peavey Company (grain processing); Vice Chairman of the Board of
Directors of ConAgra from July 1982 until September 1984. Mr.
Stocks has been a director since 7/20/82. His current term
expires 9/24/98. He is 69 years of age.
It is intended that proxies will be voted "FOR" the election
of the above indicated nominees. In case any nominee shall become
unavailable for election to the Board of Directors for any reason
not presently known or contemplated, the proxy holders will have
discretionary authority in that instance to vote the proxies for
a substitute.
DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis.
During fiscal 1996, the Board met on seven occasions. Each
director attended at least 75% of the total number of meetings of
the Board and the Committees on which the director served.
The Board of Directors has assigned certain responsibilities
to committees. The Audit Committee recommends the appointment of
the independent public accountants, reviews the scope of the
audits recommended by the independent public accountants, reviews
internal audit reports on various aspects of corporate
operations, and consults with the independent public accountants
on a periodic basis on matters relating to internal financial
controls and procedures. Members of the Audit Committee, which
met five times during fiscal year 1996, are Thomas R. Williams
(Chairman), Robert A. Krane, Jane J. Thompson and Frederick B.
Wells.
The Human Resources Committee reviews and approves the
compensation of employees above a certain salary level, reviews
management proposals relating to incentive compensation and
benefit plans and administers compensation plans presently in
effect. During fiscal 1996, the Human Resources Committee met
seven times and is composed of Gerald Rauenhorst (Chairman), Carl
E. Reichardt and Walter Scott, Jr.
The Corporate Affairs Committee advises ConAgra management
on external factors and relationships affecting the Company's
objectives and strategies. Focus areas include economics,
government, regulation, sustainable development, community
affairs and stockholders relations. During fiscal 1996, the
Corporate Affairs Committee met five times and is composed of
William G. Stocks (Chairman), Ronald W. Roskens, Marjorie M.
Scardino and Clayton Yeutter.
The Executive Committee generally has authority to act on
behalf of the Board of Directors between meetings. The Executive
Committee, which did not meet during fiscal 1996, is composed of
Charles M. Harper (Chairman), Philip B. Fletcher, Walter Scott,
Jr. and William G. Stocks.
The Company does not have a standing Nominating Committee.
For their services on the Board, non-employee directors were
paid $40,000 per year for the past fiscal year. The chairmen of
the Human Resources, Audit and Corporate Affairs Committees each
receive an additional $15,000 per year in compensation. The
chairman of the Executive Committee receives an additional
$25,000 per year in compensation. Each non-employee director
receives $1,000 per meeting attended. Each non-employee director
also receives without cost a grant of 900 shares of ConAgra
common stock per year under the ConAgra 1995 Stock Plan.
Non-employee directors also receive an annual grant of
non-statutory options exercisable at fair market value on date of
grant to acquire 4,500 shares of ConAgra common stock under the
ConAgra 1995 Stock Plan.
All directors of ConAgra are eligible to participate in the
Directors' Charitable Award Program, in which each director is
entitled to name one or more tax-exempt organizations to which
ConAgra will contribute an aggregate of $1 million in four equal
annual installments upon the death of the director. A director is
vested in the Program upon completion of three years of service
as a director or upon the death, disability or mandatory
retirement of such Director. ConAgra maintains insurance on the
lives of its directors to fund the Program. Directors derive no
personal financial benefit from the Program since any insurance
proceeds and the tax-deductible donations accrue solely to the
benefit of ConAgra.
ConAgra and Mr. Harper are parties to a deferred
compensation agreement dated March 15, 1976, which provides that
$25,000 was accrued for each year of Mr. Harper's service and is
being paid to Mr. Harper in a series of installments following
his termination of employment on May 30, 1993. Pursuant to the
agreement, interest is accrued on the balance due at the rate of
8% per annum.
See also "Compensation Committee Interlocks and Insider
Participation."
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
paid by ConAgra for services rendered during fiscal years 1996,
1995, and 1994 for the Chief Executive Officer and the other four
most highly-compensated executive officers of ConAgra.
<TABLE>
<CAPTION> SUMMARY COMPENSATION TABLE
---Annual Compensation---
Name/ Fiscal Salary Bonus
Principal Position Year ($) ($)
<S> <C> <C> <C>
Philip B. Fletcher 1996 900,695 1,350,000
Chairman & Chief 1995 896,154 1,000,000
Executive Officer 1994 800,000 800,000
Leroy O. Lochmann 1996 550,085 -0-
President & Chief 1995 527,167 592,000
Operating Officer 1994 425,000 300,000
Refrigerated Food Cos.
Albert J. Crosson 1996 528,120 395,400
President & Chief 1995 511,034 493,000
Operating Officer 1994 450,000 485,000
Grocery Products Cos.
Thomas L. Manuel 1996 369,243 370,000
President & Chief 1995 298,077 245,000
Operating Officer 1994 227,404 131,700
Trading and Processing Cos.
James D. Watkins 1996 400,000 191,200
President & Chief 1995 400,000 275,000
Operating Officer 1994 400,000 201,200
Diversified Products Cos.
<CAPTION>
SUMMARY COMPENSATION TABLE
---Long Term Compensation--- All Other
Name/ Restricted Option LTIP Compensation
Principal Position Stock Awards Grants Payouts (2)($)
($) (#) ($)
<S> <C> <C> <C> <C>
Philip B. Fletcher 1996 1,100,650 33,274 1,100,650 73,818
Chairman & Chief 1995 1,092,750 45,375 1,092,750 63,203
Executive Officer 1994 1,623,750 34,877 1,245,000 48,000
Leroy O. Lochmann 1996 550,300 13,310 550,300 24,924
President & Chief 1995 718,750 15,125 364,250 50,597
Operating Officer 1994 415,000 11,623 415,000 21,750
Refrigerated Foods Cos.
Albert J. Crosson 1996 366,900 11,091 366,900 33,792
President & Chief 1995 571,250 15,125 364,250 38,573
Operating Officer 1994 415,000 11,623 415,000 28,050
Grocery Products Cos.
Thomas L. Manuel 1996 2,151,500 8,873 582,000 30,998
President & Chief 1995 291,398 4,538 291,402 17,858
Operating Officer 1994 124,500 3,486 124,500 12,069
Trading and Processing Cos.
James D. Watkins 1996 366,900 11,091 366,900 1,218
President & Chief 1995 364,250 15,125 364,250 3,005
Operating Officer 1994 415,000 11,623 415,000 28,615
Diversified Products Cos.
<CAPTION>
<FN>
(1) Mr. Lochmann received a restricted stock award of 7,916
shares on July 6, 1995; Mr. Crosson received a restricted stock
award of 5,790 shares on July 6, 1995; and Mr. Fletcher received
a restricted stock award of 15,000 shares on July 15, 1993; all
such restricted shares vest at the earlier of death, total
disability, age 65 or later retirement, or change of control. In
addition, Mr. Lochmann received a restricted stock award of 2,000
shares on July 6, 1995 which vests 20% per year and
immediately upon death, total disability or change of control;
and Mr. Manuel received restricted stock awards of 50,000 shares
on July 6, 1995 which vests 10% per year beginning June 1, 1996,
and 5,044 shares on July 12, 1996 (for fiscal 1996 services)
which vest at the earlier of death, total disability, change of
control or June 1, 2001 assuming continued employment. All other
restricted shares were awarded pursuant to ConAgra's Long-Term
Senior Management Incentive Plan; these shares vest 20% per year,
if the executive remains in ConAgra's employ and ConAgra achieves
a 20% cash return on equity in such year (determined on a
cumulative basis, so that the achievement of a 20% cash return on
equity in a fiscal year vests all prior installments of the
restricted stock award). The executive receives dividends paid on
the restricted stock. At the end of fiscal 1996, the aggregate
restricted (unvested) stock holdings (including the fiscal 1996
restricted stock awarded on July 12, 1996 referenced above),
valued at the closing price of ConAgra common stock at May 26,
1996 without giving effect to the diminution of value
attributable to the restrictions on such stock were: Mr.
Fletcher - $4,700,472 (111,916 shares); Mr. Lochmann - $4,068,792
(96,876 shares); Mr. Crosson - $1,641,612 (39,086 shares); Mr.
Manuel - $7,179,564 (170,942 shares); and Mr. Watkins -
$1,274,112 (30,336 shares).
(2) Amounts represent contributions by ConAgra to ConAgra's
qualified and nonqualified 401(k) plans and profit-sharing plans,
plus the imputed value for term life insurance for certain
executives. Fiscal year 1996 imputed life insurance values were
as follows: Mr. Fletcher, $6,318; Mr. Lochmann, $8,424; Mr.
Crosson, $6,930; Mr. Manuel, $1,994; and Mr. Watkins, $1,218.
</TABLE>
<TABLE>
The following table sets forth information on grants of
stock options during the fiscal year ended May 26, 1996 to the
executive officers named in the Summary Compensation Table. No
stock appreciation rights were granted during fiscal 1996.
<CAPTION>
OPTION GRANTS FOR FISCAL YEAR 1996
Individual Grants
__________________________________________
% of Total
Option Grants Per Share
Options to Employees Exercise Expiration
Granted(1) in Fiscal 1996 Price Date
<S> <C> <C> <C> <C>
Philip B. Fletcher 33,274 1.23% $40.00 9/28/05
Albert J. Crosson 11,091 .41% $40.00 9/28/05
Leroy O. Lochmann 13,310 .49% $40.00 9/28/05
Thomas L. Manuel 8,873 .32% $40.00 9/28/05
James D. Watkins 11,091 .41% $40.00 9/28/05
All Stockholders(3)
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Full Option Term (2)
________________________
5% ($) 10% ($)
<S> <C> <C>
Philip B. Fletcher $836,009 $2,121,218
Albert J. Crosson 278,661 707,051
Leroy O. Lochmann 334,414 848,513
Thomas J. Manuel 222,934 565,654
James D. Watkins 278,661 707,051
All Stockholders(3) $5.5 billion $14.0 billion
<FN>
(1) These options were granted on September 28, 1995 at the
then fair market price of ConAgra's common stock. The options
become exercisable in 20% annual installments commencing May
31, 1996 and become immediately exercisable on death, change in
control of the company (as defined in the Stock Plan) or
retirement after age 65. Shares acquired on exercise of the
options are restricted for one year in case of voluntary
termination and in certain involuntary termination situations
as determined by the Human Resources Committee.
(2) Potential realizable value is based on the assumption that
the common stock price appreciates at the annual rate shown
(compounded annually) from the date of grant until the end of
the ten-year option term. ConAgra's stock price at the end of
the ten-year term based on a 5% appreciation would be $65.125 and
ConAgra's stock price at the end of the ten-year term based on a
10% appreciation would be $103.75. The numbers are calculated
based on the requirements promulgated by the Securities and
Exchange Commission. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised (if the
executive were to sell the shares on the date of exercise), so
there is no assurance that the value realized will be at or near
the potential realizable value as calculated in this table.
(3) The amount for "all stockholders" represents the increase in
total ConAgra stockholder value if the assumed rates used in the
stock option assumptions are achieved multiplied by the
220,289,453 common shares outstanding on September 28,
1995.
</TABLE>
<TABLE>
The following table sets forth information on aggregate option
exercises in the last fiscal year and information with respect
to the value of unexercised options to purchase ConAgra's common
stock for the executive officers named in the Summary
Compensation Table.
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996
AND FY-END OPTION VALUES
Shares Acquired Value
on Exercise (#) Realized ($)(1)
<S> <C> <C>
Philip B. Fletcher 0 0
Albert J. Crosson 0 0
Leroy O. Lochmann 0 0
Thomas L. Manuel 0 0
James D. Watkins 0 0
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held In-the-Money Options
at FY-End at FY-End ($) (2)
--------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Philip B. Fletcher 178,982 71,743 $3,314,256 $618,895
Albert J. Crosson 57,818 -0- 606,933 -0-
Leroy O. Lochmann 33,690 26,347 393,396 217,825
Thomas L. Manuel 32,879 11,809 652,829 73,160
James D. Watkins 15,241 22,598 183,887 190,490
<FN>
(1) Value realized is the difference between the closing price
of ConAgra's common stock on the day of exercise and the exercise
price of the options multiplied by the number of shares.
(2) Value is the difference between the closing price of
ConAgra's common stock on the last trading day of fiscal 1996 and
the exercise price of in-the-money options multiplied by the
number of shares subject to in-the-money options.
</TABLE>
<TABLE>
The following table provides information concerning awards under
ConAgra's Long-Term Senior Management Incentive Plan (the "Plan")
The Plan is an incentive to management to increase earnings per
share after tax in excess of 5% per year compounded from a
five-year average earnings base lagged five years. The
participants are eligible to share in an award pool equal to 8%
of the excess after-tax earnings over and above the described
compound growth rate. Awards are made in shares of ConAgra
common stock or cash, and such stock awards are restricted. The
target award reflected below is based on a 14% growth in earnings
per share over a fiscal 1996 base.
<CAPTION>
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL YEAR 1996
Performance
Number of or other
Shares, Units Period Until
or Other Maturation of
Name Rights (#) Payout (2)
<S> <C> <C>
Philip B. Fletcher 6 units (1) (2)
Leroy O. Lochmann 3 units (1) (2)
Albert J. Crosson 0 units (1) (2)
Thomas L. Manuel 2 units (1) (2)
James D. Watkins 2 units (1) (2)
<CAPTION>
Estimated Future Payouts
------------------------
Threshold Target Maximum
Name ($ or #) ($ or #) ($ or #)
<S> <C> <C> <C>
Philip B. Fletcher 0 $1,212,000 (1) N/A
$1,212,000 (2)
Leroy O. Lochmann 0 $ 606,000 (1) N/A
$ 606,000 (2)
Albert J. Crosson 0 $ 0 (1) N/A
$ 0 (2)
Thomas L. Manuel 0 $ 404,000 (1) N/A
$ 404,000 (2)
James D. Watkins 0 $ 404,000 (1) N/A
$ 404,000 (2)
<FN>
(1) Amount represents the cash award target under the Plan. See
description above.
(2) Amount represents the common stock target under the Plan.
See description above. Any shares of common stock issued under
the Plan are restricted. Any such shares vest 20% per year, if
the executive remains a ConAgra employee and ConAgra achieves a
20% cash return on equity in such year (determined on a
cumulative basis, so that the achievement of a 20% cash return on
equity in any fiscal year vests all prior installments of the
restricted stock award). The executive receives dividends paid
on the restricted stock.
(3) Mr. Crosson retired July 2, 1996, and is not a participant
in fiscal 1997.
</TABLE>
BENEFIT PLANS
RETIREMENT PROGRAMS
ConAgra maintains a non-contributory defined benefit pension
plan for all eligible employees. Certain ConAgra employees,
including executive officers, participate in a supplemental
retirement plan designed to provide pension benefits to which
such persons would be entitled, but for the limit on the maximum
annual benefits payable under the Employee Retirement Income
Security Act of 1974 and the limit under the Internal Revenue
Code on the maximum amount of compensation which may be taken
into account under ConAgra's basic defined benefit pension plan.
The following table shows typical annual benefits computed
on the basis of a straight life annuity payable on a combined
basis under the basic pension program and the supplemental
retirement plan, based upon retirement in 1996 at age 65, to
persons in specified remuneration and credited years-of-service
classifications. Annual retirement benefits set forth below are
not subject to reduction for social security or other offset
amounts.
<TABLE>
<CAPTION>
Pension Plan Table
Final Average Credited Years of Service
Remuneration 10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 6,000 $ 9,000 $ 12,000 $ 15,000 $ 18,000 $ 21,000 $ 23,500
100,000 13,200 19,800 26,400 33,000 39,600 46,200 51,200
150,000 20,400 30,600 40,800 51,000 61,200 71,400 78,900
200,000 27,600 41,400 55,200 69,000 82,800 96,600 106,600
250,000 34,800 52,200 69,600 87,000 104,400 121,800 134,300
500,000 70,800 106,200 141,600 177,000 212,400 247,800 272,800
1,000,000 142,800 214,200 285,600 357,000 428,400 499,800 549,800
1,500,000 214,800 322,200 429,600 537,000 644,400 751,800 826,800
2,000,000 286,800 430,200 573,600 717,000 860,400 1,003,800 1,103,800
2,500,000 358,800 538,200 717,600 897,000 1,076,400 1,255,800 1,380,800
3,000,000 430,800 646,200 861,600 1,077,000 1,292,400 1,507,800 1,657,800
</TABLE>
Benefits under these plans are based on credited years of
service and final average remuneration (the highest five
consecutive years of compensation out of the last ten years of
service for ConAgra). Covered compensation includes salary and
bonus. As of May 26, 1996, the named executive officers who
participate in the defined benefit pension plan had the following
credited years of service: Mr. Fletcher, 23 years; Mr. Crosson,
33 years; Mr. Lochmann, 43 years; Mr. Manuel, 19 years; and Mr.
Watkins, 1 year.
ConAgra has conditional employment agreements with 12 of its
officers. These contracts were executed between 1976 and 1995
with these officers, including Messrs. Fletcher, Crosson,
Lochmann and Manuel. The employment agreements require the
individuals to support the position of the Board of Directors
with respect to any event by which another entity would acquire
effective control of ConAgra (as defined in the agreements),
through a tender offer or otherwise. In consideration of this
promise, ConAgra agrees to employ the individual for three years
after the event by which another entity acquires effective
control of ConAgra. During that three year period, the individual
would receive annually an amount not less than his current annual
compensation and including his maximum allowable short term
incentive compensation (as defined in the agreement) and
including the average (or highest annual under certain contracts)
of the long term compensation credited for the three fiscal years
immediately preceding such acquisition of control. In addition,
the individual would be entitled to those retirement benefits he
would have received had he worked to normal retirement age.
ConAgra must satisfy this obligation through the purchase of
an annuity (or through a trust under certain contracts) payable
to the employee beginning at retirement age. If the employee is
involuntarily terminated (as defined in the agreements, or
constructively terminated under certain agreements) during the
three year employment period, ConAgra is required to pay the
individual the amount of annual and incentive compensation
described above for any remainder of the three year period plus a
full year's compensation and maximum incentive payments, and
shall also be obligated to provide the described retirement
benefits through the purchase of an annuity or through a trust.
In addition, the employee shall receive an amount equal to
the difference between the highest tender offer price by the
acquiring entity over the closing price of ConAgra Common Stock
on the date of termination, multiplied by the number of ConAgra
shares owned by the employee on the date of termination
(including for this purpose, options granted under Stock Plans).
If the employee voluntarily terminates during the three-year
period, ConAgra remains obligated to make the previously
described retirement payments and the payments described in the
preceding sentence. ConAgra is also required to make a gross-up
payment to the employee if any payment to the employee is subject
to an excise tax under Section 4999 of the Internal Revenue Code.
ConAgra adopted in 1989 the ConAgra Incentives and Deferred
Compensation Change in Control Plan. Under this plan, in the
event of a change in control of ConAgra (as defined in the plan),
all benefits, payments and deferred compensation under ConAgra's
various incentive, bonus, deferred compensation and similar
arrangements, for all employees participating under the
applicable plans, become immediately nonforfeitable. In addition,
a participant under any of the plans who is terminated after a
change in control shall receive a pro rata benefit based on the
portion of the year for which the participant was employed.
Mr. Fletcher was granted a special long-term incentive on
May 6, 1993. Payouts under the special incentive occur only if
ConAgra's compound annual growth in earnings per share over the
five fiscal years ending May 30, 1998 exceed 10%. Mr. Fletcher
will receive a one-time award in July 1998 equal to 50,000 shares
of ConAgra common stock for each one percentage point of average
earnings per share growth (as determined pursuant to the
incentive agreement) in excess of the 10% compound annual
growth rate from a fiscal 1993 earnings per share base of $1.58
per share. In addition, Mr. Fletcher must remain Chief Executive
Officer of ConAgra through May 30, 1998 in order to receive any award.
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
ConAgra's executive compensation plans are administered by
the Human Resources Committee of the Board of Directors (the
"Committee"). The Committee is composed of non-employee
directors. The Committee has the responsibility to establish,
review and change the compensation programs for ConAgra's
executive officers.
ConAgra's Compensation Philosophy
ConAgra's executive compensation plans are designed to
provide a fully competitive total compensation package that
reflects ConAgra's performance against annual and long-term
publicly stated financial objectives, reward above-average
corporate performance, recognize individual achievements, and
assist ConAgra in attracting, motivating and retaining high
quality executives. ConAgra's executive compensation programs are
intended to provide risks and rewards based on the performance of
ConAgra and its operating units against ConAgra's publicly stated
objectives and against other major food companies.
The Committee believes that ConAgra's executives should hold
a significant ownership in ConAgra common stock. Such stock
ownership is expected to result in executive decision-making
which is in the best long-term interests of ConAgra and its
stockholders. The Committee has structured ConAgra's long-term
incentives to be primarily stock-based.
ConAgra's executive compensation consists of three
components: base salary, short-term incentives and long-term
incentives. The Committee approved and administered the
executive compensation programs within each of these components
during fiscal 1996.
The Committee has reviewed ConAgra's compensation plans in
light of Internal Revenue Code provisions relating
to the disallowance of deductions for nonperformance-based
remuneration in excess of $1,000,000 to certain executive
officers. The Committee intends to structure ConAgra's executive
compensation plans so that payments thereunder will generally be
fully deductible. However, ConAgra may occasionally grant
restricted shares or compensation in excess of $1,000,000 for
specific reasons which would not qualify as deductible
performance-based remuneration .
Base Salary
The Committee establishes the salary ranges for executive
positions in relation to the average pay for similar positions in
the food industry. The base salary for each executive officer
is then established around the mid-point based on individual
performance and contribution to the profitability of ConAgra. The
Committee periodically uses outside consultants and published
compensation survey data to review competitive rates of pay and
establish salary ranges. There was no change in Mr.
Fletcher's base salary for fiscal 1996.
Short-Term Incentives
The Committee believes that an executive's contribution
toward achieving ConAgra's growth in earnings per share, annual
operating profit plans, and annual return on equity performance
should form the basis for short-term incentives. The Committee
establishes performance goals at the beginning of each fiscal
year tied to the attainment of annual company-wide or business
unit profit plans. Executive officers are assigned threshold,
target and maximum short-term bonus award opportunities. The
short-term incentive target, plus base salary, is intended to
provide a fully competitive annual compensation program for
ConAgra's executives when business and individual goals are met.
Beginning with fiscal 1995, the short-term incentive for
ConAgra's executive officers was established under the Executive
Annual Incentive Plan, which stockholders approved at the 1994
Annual Meeting.
Mr. Fletcher's annual bonus for fiscal 1996 was based on
attainment of goals established by the Committee at the beginning
of the fiscal year. The target goals for fiscal 1996 were based
on achievement of earnings per share objectives and return on
equity objectives for ConAgra.
Long-Term Incentives
ConAgra's long-term incentives for executive officers are
provided through the Long-Term Senior Management Incentive Plan
approved by stockholders in 1982 and stock plans approved by
stockholders in 1985, 1990 and 1995.
The Long-Term Senior Management Incentive Plan rewards
participants, including executive officers, based on ConAgra's
ability to exceed a 5% per year compounded growth in earnings per
share from a five-year average earnings base. The Committee
selects participants, including executive officers, on an annual
basis, and the participants are eligible to share in an award
pool equal to 8% of ConAgra's excess after-tax earnings over and
above the described 5% compound growth rate. The cash portion of
the award ( generally 50% of the total award ) is intended
to cover the participant's federal, state and local income tax
liability; the balance of the award ( generally 50% of the
total award ) is issued in the form of restricted common
stock. Vesting of the restricted stock occurs 20% per year over
the following five-year period subject to ConAgra attaining
certain cash return on equity objectives. The Chief Executive
Officer participated in the Long-Term Senior Management Incentive
Plan during fiscal 1996 at an award level equal to three times
the award level of the other executive officers named in the
Summary Compensation Table. This higher level of participation
reflects the Committee's judgment as to the duties and
responsibilities required of the Chief Executive Officer position
and his expected contributions to the Company's profitability.
The Chief Executive Officer's participation in the plan resulted
in a cash payment of $1,100,650 and the issuance of 24,391
shares of restricted ConAgra common stock for fiscal 1996
results.
The Committee also administers ConAgra's stock plans, which
authorize various stock-based incentives, including grants of
stock options and restricted stock. The Committee generally
grants options on an annual basis representing approximately 1%
of ConAgra's outstanding common stock. During fiscal 1996,
options were granted to 1,005 ConAgra employees, including all of
ConAgra's executive officers. The Committee grants stock options
at the prevailing market price of ConAgra's common stock and such
options therefore have value only if ConAgra's stock price
increases. Option grants for executive officers generally vest in
20% annual installments beginning on May 31 following the date
of grant, and the executive officer must be employed by ConAgra
at the time of vesting in order to exercise the options.
The Chief Executive Officer received 33,274 non-qualified
stock options during fiscal 1996; these options were granted at
the date of grant market price of $40.00 per share and become
exercisable in 20% annual installments commencing May 31, 1996.
The Committee established the discretionary stock option grants
to Mr. Fletcher and ConAgra's other executive officers for fiscal
1996 in an amount equivalent to the value of the portion of
ConAgra's Long-Term Senior Management Incentive Plan paid in
cash.
ConAgra Human Resources Committee
Gerald Rauenhorst, Chairman
Walter Scott, Jr.
Carl Reichardt
Human Resources Committee Interlocks
and Insider Participation
ConAgra's Human Resources Committee is composed of Gerald
Rauenhorst (Chairman), Walter Scott, Jr. and Carl Reichardt.
ConAgra has entered into various lease agreements with Opus
Corporation (in which Mr. Rauenhorst is controlling stockholder
and a director) or with affiliates of Opus Corporation and Mr.
Rauenhorst. The agreements relate to the leasing of land,
buildings and equipment for ConAgra in Omaha, Nebraska. ConAgra
occupies the buildings pursuant to 25-year leases with Opus and
other investors, which leases contain various termination rights
and purchase options. Leases effective in 1989 and 1990 require
aggregate annual lease payments by ConAgra of $9,603,959. In
addition, Opus Corporation constructed during fiscal
1996 a facility on ConAgra's Omaha property at a cost of
approximately $2.6 million.
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graphs shown below compare
the yearly change in cumulative value of ConAgra's common stock
with certain Index values for both five- and ten-year periods
ended May 1996. Both graphs set the beginning value of ConAgra
common stock and the Indices at $100. All calculations assume
reinvestment of dividends. The five-year performance graph
compares ConAgra with both the Standard and Poor's (S&P) 500
Stock Index and the S&P Food Group Index. The ten-year
performance graph compares ConAgra with the S&P 500 Stock Index
and an Index comprised of companies currently included in the S&P
Food Group since the S&P Food Group Index is not available for
ten years. All Index values are weighted by capitalization of
companies included in the group. ConAgra's common stock price
was $42.625 at the end of May 1996 and $43.625 on the
August 2, 1996 record date for the annual shareholders' meeting.
Performance Graphs based on following information:
Comparison of Cumulative Total Return graph information
<TABLE>
<CAPTION>
STARTING
BASIS
FIVE-YEAR 1991 1992 1993 1994 1995 1996
<S>
<C> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $100.00 $ 86.32 $ 85.60 $100.54 $119.67 $156.24
S&P500 ($) $100.00 $109.85 $122.61 $127.83 $153.64 $197.33
S&P Foods ($) $100.00 $104.68 $109.76 $109.03 $137.50 $161.99
<CAPTION>
Comparison of Cumulative Total Return
STARTING
BASIS 1996
TEN-YEAR 1986 1987 1988 1989 1990
<S> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $100.00 $ 99.18 $110.07 $130.15 $186.17
S&P500 ($) $100.00 $121.16 $113.30 $143.66 $167.52
S&P Foods ($) $100.00 $122.24 $117.26 $159.06 $189.18
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $277.42 $239.47 $237.46 $278.92 $331.97 $433.42
S&P500 ($) $187.27 $205.72 $229.61 $239.39 $287.72 $369.53
S&P Foods ($) $244.99 $262.95 $282.88 $277.62 $343.83 $413.22
</TABLE>
ITEM 2: INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon recommendation of the
Audit Committee, has appointed the firm of Deloitte & Touche to
examine the financial statements of the Company and its
subsidiaries for the fiscal year ending May 25, 1997 . The
same firm conducted the fiscal 1996 examination. The favorable
vote of the holders of the majority of the outstanding shares
present in person or represented by proxy and entitled to vote at
the meeting is required for stockholder ratification of this
action .
Representatives from Deloitte & Touche will be present at
the Annual Stockholders' Meeting. The representatives will have
the opportunity to make a statement if they so desire, and will
also be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
1997 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the
1997 Annual Meeting proxy statement must be received by the
Company no later than April 25, 1997.
The Company's By-laws set forth certain procedures which
stockholders must follow in order to nominate a director or
present any other business at an Annual Stockholders' Meeting.
Generally, a stockholder must give timely notice to the Secretary
of the Company. To be timely, such notice for the 1997 annual
meeting must be received by the Company at One ConAgra Drive,
Omaha, NE 68102-5001, not less than sixty nor more than ninety
days prior to the first anniversary of the 1996 annual meeting.
However, if the date of the 1997 annual meeting is advanced by
more than 20 days or delayed by more than 60 days from such
anniversary date, such notice must be received by the Company not
later than the 60th day prior to such meeting day or the tenth
day following public announcement of such meeting date.
The By-laws specify the information which must accompany any
such stockholder notice. Details on the provisions of the
By-laws may be obtained by any stockholder from the Secretary of
the Company.
OTHER MATTERS
Neither the Board of Directors nor management intends to
bring any matter for action before the Annual Meeting of
Stockholders other than those matters described above. If
any other matter or any proposal should be presented and should
properly come before the meeting for action, the persons named in
the accompanying proxy will vote upon such matter and upon such
proposal in accordance with their best judgment.
<PAGE>
<PAGE>
(FRONT) This is your ConAgra
PROXY CARD
PLEASE VOTE AND SIGN ON REVERSE SIDE
THIS PROXY IS SOLICITED BY YOUR BOARD OF DIRECTORS FOR THE
September 26, 1996 ANNUAL STOCKHOLDERS MEETING
The undersigned hereby appoints P.B. Fletcher, C.M. Harper
and T.R. Williams and each of them, proxies, with full power of
substitution in each of them, for and on behalf of the
undersigned to vote as proxies, as directed and permitted herein,
at the annual meeting of stockholders of the Company to be held
upon matters set forth in the Proxy Statement and, in their
discretion, upon such other business as may properly come before
the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC
INDICATION ON THE REVERSE SIDE OF THIS PROXY. IN THE ABSENCE OF
SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. SO,
IF YOU ARE FOR ITEMS 1 AND 2, YOU NEED ONLY SIGN AND DATE THIS
PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENVELOPE PROVIDED.
(This proxy is continued on the reverse side)
(BACK)
PLEASE VOTE YOUR SHARES, SIGN THIS PROXY AND RETURN IT NOW.
Please mark your votes like this, use blue or black ink.
Common Dividend Reinvestment
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
Item 1 Elect directors-Nominees: Ronald W. Roskens, Jane J.
Thompson, Frederick B. Wells, Thomas R. Williams and
Clayton Yeutter.
VOTE FOR ALL WITHHOLD VOTE FOR WITHHOLD VOTE FOR ONLY
NOMINEES ALL NOMINEES THE FOLLOWING
NOMINEE(S):
Item 2 Approve independent accountants for Fiscal 1996
FOR AGAINST ABSTAIN
Please sign (do not print) name(s) in full as they appear at
left:
__________________________________
SIGNATURE
__________________________________
SIGNATURE
__________________________________
DATE
