SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of
Securities Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
ConAgra, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State of Incorporation
or organization)
47-0248710
(I.R.S. Employer Identification Number)
One ConAgra Drive,
Omaha, Nebraska
(Address of principal
executive offices)
68102-5001
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. /_/
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. /_/
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
On July 12, 1996, the Board of Directors of ConAgra, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $5.00 per share, of the
Company (the "Common Stock"). The description and terms of the Rights are set
forth in a registration statement on Form 8-A dated July 12, 1996 as filed by
the Company with the Securities and Exchange Commission and in the Rights
Agreement dated as of July 12, 1997 (the "Rights Agreement") attached thereto as
an exhibit. The adjustment of the Rights described in this amendment to the Form
8-A and as described in the Certificate of Adjustment filed as Exhibit 1 hereto
and incorporated herein by reference, amends the description of the Rights.
On July 11, 1997, the Company effected a two-for-one stock split of the
shares of Common Stock, par value $5.00 per share, of the Company, to be
effected in the form of a stock dividend (the "Distribution") on October 1, 1997
to holders of record of the Common Stock on September 5, 1997. As a result of
the Distribution, each share of Common Stock outstanding immediately after the
Distribution will have one-half Right associated with such share.
Item 2. Exhibits.
1. Certificate of Adjustment dated as of October 1, 1997 with respect to
a two-for-one stock split.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, ConAgra, Inc. has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ConAgra, Inc.
/s/ J. P. O'Donnell
By:____________________
James P. O'Donnell
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
October 1, 1997
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INDEX TO EXHIBITS
Exhibit Description
1. Certificate of Adjustment dated as of October 1, 1997 with respect to
a two-for-one stock split.
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Exhibit 1
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of July 12, 1996, as amended (the "Rights Agreement"), between ConAgra,
Inc., a Delaware corporation (the "Company") and Chase Mellon Shareholder
Services, L.L.C., as Rights Agent, that:
I. Statement of Facts.
At its July 11, 1997 meeting, the Company's Board of Directors declared
a two-for-one split of the shares of common stock, par value $5.00 per share, of
the Company (the "Common Stock"), to be effected in the form of a stock dividend
(the "Distribution") on October 1, 1997 to holders of record of the Common Stock
on September 5, 1997.
II. Adjustments Pursuant to the Rights Agreement.
Pursuant to the provisions of the Sections 11(n) of the Rights
Agreement effective, as of October 1, 1997, the Right associated with each share
of Common Stock is hereby adjusted so that one-half Right shall be associated
with each share of Common Stock outstanding immediately after the Distribution.
Dated this 1st day of October, 1997.
CONAGRA, INC.
/s/ J. P. O'Donnell
By:___________________________
Name: J. P. O'Donnell
Title: Executive Vice President,
Chief Financial Officer
Corporate Secretary
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