SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] 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)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or
14a-6(j)(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:
---------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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. In 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,
Philip B. Fletcher
August 20, 1996
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.
L. B. Thomas
August 20, 1996
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
242,866,180 voting shares of Common Stock. Each share of Common
Stock is entitled to one vote. There were no shares of Preferred
Stock outstanding at August 2, 1996.
The presence of a majority of the combined outstanding shares
of 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.
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
officer beneficially owned 1% or more of any class of
ConAgra's voting securities. The directors and executive
officers as a group beneficially owned 2.7% of ConAgra's
outstanding voting securities. 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 Scardino Common Stock 10,800
Walter Scott, Jr. Common Stock 79,650
William G. Stocks Common Stock 309,626
Jane 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 Lochmann Common Stock 165,208
Albert Crosson Common Stock 55,482
Thomas L. Manuel Common Stock 376,696
James D. Watkins Common Stock 1,001,154
Directors and Executive
Officers as a Group Common Stock 6,417,829
(26 Persons)
<FN>
(1) Shares reported include shares owned by spouses of
directors; 22,500 common shares owned by a charitable foundation
for 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 1,294,458 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 1998 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 1995. 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 Sept. 1992; President & Chief
Operating Officer, from July 1989 until Sept. 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 Health-
care Corporation, Ford Motor Co., Pacific Gas and Electric
Company, 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
$25,000 was accrued for each year of Mr. Harper's service and is
being paid to Mr. Harper in a series of installments following
his termination of employment on May 30, 1993. Pursuant to the
agreement, interest is accrued on the balance due at the rate of
8% per annum.
See also "Compensation Committee Interlocks and Insider
Participation".
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation
paid by ConAgra for services rendered during fiscal years 1996,
1995, and 1994 for the Chief Executive Officer and the other four
most highly-compensated executive officers of ConAgra.
<TABLE>
<CAPTION> SUMMARY COMPENSATION TABLE
---Annual Compensation---
Name/ Fiscal Salary Bonus
Principal Position Year ($) ($)
<S> <C> <C> <C>
Philip Fletcher 1996 900,695 1,350,000
Chairman & Chief 1995 896,154 1,000,000
Executive Officer 1994 800,000 800,000
Leroy Lochmann 1996 550,085 -0-
President & Chief 1995 527,167 592,000
Operating Officer 1994 425,000 300,000
Meat Products Co
Albert Crosson 1996 528,120 395,400
President & Chief 1995 511,034 493,000
Operating Officer 1994 450,000 485,000
Grocery Products Co
Thomas L. Manuel 1996 369,243 370,000
President & Chief 1995 298,077 245,000
Operating Officer 1994 227,404 131,700
Trading and Processing Cos
James D. Watkins 1996 400,000 191,400
President & Chief 1995 400,000 275,000
Operating Officer 1994 400,000 201,200
Diversified Products Cos
<CAPTION>
SUMMARY COMPENSATION TABLE
---Long Term Compensation--- All Other
Name/ Restricted Option LTIP
Compensation
Principal Position Stock Awards Grants Payouts (2)($)
($) (#) ($)
<S> <C> <C> <C> <C>
Philip 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 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 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 30,999
President & Chief 1995 291,398 4,538 291,402 17,858
Operating Officer 1994 124,500 3,486 124,500 12,191
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 whcih 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 will 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 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 Expira-
Options to Employees Exercise tion
Granted (1) in Fiscal 1996 Price Date
<S> <C> <C> <C> <C>
Philip Fletcher 33,274 1.23% $40.00 9/28/05
Albert Crosson 11,091 .41% $40.00 9/28/05
Leroy Lochmann 13,310 .49% $40.00 9/28/05
Thomas Manuel 8,873 .32% $40.00 9/28/05
James 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 Fletcher $836,009 $1,121,218
Albert Crosson 278,661 707,051
Leroy Lochmann 334,414 848,513
Thomas Manuel 222,934 565,654
James Watkins 278,661 707,051
All Stockholders(3) $5.8 billion $14.6 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 $103.75. The numbers are
calculated based on the requirements promulgated by the
Securities and Exchange Commission. The actual value, if any,
an executive may realize will depend on the excess of the stock
price over the exercise price on the date the option is
exercised (if the executive were to sell the shares on the date
of exercise), so there is no assurance that the value realized
will be at or near the potential realizable value as calculated
in this table.
(3) The amount for "all stockholders" represents the increase in
total ConAgra stockholder value if the assumed rates used in the
stock option assumptions are achieved multiplied by the
229,509,000 common shares outstanding on September 28, 1995.
</TABLE>
<TABLE>
The following table sets forth information on aggregate option
exercises in the last fiscal year and information with
respect to the value of unexercised options to purchase
ConAgra's common stock for the executive officers named in the
Summary Compensation Table.
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996
AND FY-END OPTION VALUES
Shares Acquired Value
on Exercise (#) Realized ($)
(1)
<S> <C> <C>
Philip Fletcher 0 0
Albert Crosson 0 0
Leroy Lochmann 0 0
Thomas Manuel 0 0
James 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 Fletcher 178,982 71,743 $3,314,256 $618,895
Albert Crosson 57,818 -0- 606,933 -0-
Leroy Lochmann 33,690 26,347 393,396 217,975
Thomas Manuel 32,879 11,809 652,829 73,160
James Watkins 15,241 22,598 183,887 190,490
<FN>
(1) Value realized is the difference between the closing
price of ConAgra's common stock on the day of exercise and the
exercise price of the options multiplied by the number of shares.
(2) Value is the difference between the closing price of
ConAgra's common stock on the last trading day of fiscal 1996 and
the exercise price of in-the-money options multiplied by the
number of shares subject to in-the-money options.
</TABLE>
<TABLE>
The following table provides information concerning awards under
ConAgra's Long Term Senior Management Incentive Plan (the
"Plan") The Plan is an incentive to management to increase
earnings per share after tax in excess of 5% per year
compounded from a five-year average earnings base lagged five
years. The participants are eligible to share in an award pool
equal to 8% of the excess after-tax earnings over and above
the described compound growth rate. Awards are made in shares
of ConAgra common stock or cash, and such stock awards are
restricted. The target award reflected below is based on a
14% growth in earnings per share over a fiscal 1996 base.
<CAPTION>
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL YEAR 1996
Performance
Number of or other
Shares, Units Period Until
or Other Maturation of
Name Rights (#) Payout (2)
<S> <C> <C>
Philip Fletcher 6 units (1) (2)
Leroy Lochmann 3 units (1) (2)
Albert Crosson 0 units (1) (2)
Thomas Manuel 2 units (1) (2)
James Watkins 2 units (1) (2)
<CAPTION>
Estimated Future Payouts(3)
------------------------
Threshold Target Maximum
Name ($ or #) ($ or #) ($ or #)
<S> <C> <C> <C>
Philip Fletcher 0 $1,215,000 (1) N/A
$1,215,000 (2)
Leroy Lochmann 0 $ 609,500 (1) N/A
$ 609,500 (2)
Albert Crosson 0 $ 0 (1) N/A
$ 0 (2)
Thomas Manuel 0 $ 405,000 (1) N/A
$ 405,000 (2)
Jim Watkins 0 $ 405,000 (1) N/A
$ 405,000 (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 $ 6,100 $ 9,100 $ 12,000 $ 15,100 $ 18,200 $ 21,200 $ 23,700
100,000 13,300 19,100 26,500 33,100 39,800 46,400 51,400
150,000 20,500 30,700 40,900 51,100 61,400 71,600 79,100
200,000 27,700 41,500 55,300 69,100 83,000 96,800 106,800
250,000 34,900 52,300 69,700 87,100 104,600 122,000 134,500
500,000 70,900 106,300 141,700 177,100 212,600 248,000 273,000
1,000,000 142,900 214,300 285,700 357,100 428,600 500,000 550,000
1,500,000 214,900 322,300 429,700 537,100 644,600 752,000 827,000
2,000,000 286,900 430,300 573,700 717,100 860,600 1,004,000 1,104,000
2,500,000 358,900 538,300 717,700 897,100 1,076,600 1,256,000 1,381,000
</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 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 averaged
earnings per share growth 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 recent changes to the Internal Revenue Code relating
to the disallowance of deductions for 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 compensation.
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.
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 (50% of the total award in fiscal 1996) is intended to
cover the participant's federal, state and local income tax
liability; the balance of the award (50% in fiscal 1996) 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 construction, financing
and 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, ConAgra entered into an
agreement with Opus Corporation in July 1995 for the construction
of 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 $______ on the August 2,
1996 record date for the annual shareholders' meeting.
Performance Graphs based on following information:
Comparison of Cumulative Total Return graph information
<TABLE>
<CAPTION>
STARTING
BASIS
FIVE-YEAR 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
ConAgra, Inc. ($) $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 26, 1996. 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
proposal.
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 mentioned above.
ConAgra has been notified that a stockholder may present at the
Annual Meeting a proposal urging the Board to prepare a report
concerning the potential costs and benefits of the sale of
ConAgra's largest divisions and a report on successes and
failures of divisions previously acquired and currently under
negotiation. If such a proposal is properly brought before the
meeting, or any adjournment thereof, the persons named in
ConAgra's proxy intend to use their discretionary authority to
vote against it. In the event the stockholder should solicit
proxies regarding this proposal, ConAgra may send additional
proxy material to stockholders. 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.
(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 PRO-
VIDED.
(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
