As filed with the Securities and Exchange Commission on May 23, 1997.
Registration Statement No. 333-_____________
Securities and Exchange Commission
Washington, D.C. 20549
-------------------
Form S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
ConAgra, Inc
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other jurisdictio (I.R.S. Employer
of incorporation or organization) Identification No.)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
James P. O'Donnell
Senior Vice President and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
Suite 1400, One Central Park Plaza
Omaha, Nebraska 68102
--------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price per aggregate offering registration
securities to be registered registered share (1) price (1) fee
- ------------------------------------------------------------------------------------------------------------------------------------
Debt Securities........................... $1,000,000,000 100% $1,000,000,000 $303,030
====================================================================================================================================
(1) Estimated for the purpose of calculating the registration fee.
- --------------------
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
===============================================
PROSPECTUS $1,000,000,000
CONAGRA, INC.
Debt Securities
----------------------
ConAgra, Inc. ("ConAgra") from time to time may offer its debt securities
(the "Debt Securities"), at an aggregate initial offering price not to exceed
the equivalent of $1,000,000,000, in separate series in amounts and prices and
on terms to be determined at the time of sale by market conditions. The Debt
Securities may be denominated in U.S. dollars or in any other currency,
including composite currencies such as the European Currency Unit, as may be
designated by ConAgra (the "Specified Currency"). Debt Securities may be sold
for U.S. dollars or any other currency, including composite currencies and the
principal of and any interest on Debt Securities may likewise be payable in U.S.
dollars, or in any other currency, including composite currencies, in each case,
as ConAgra specifically designates.
The specific designation, aggregate principal amount, authorized
denominations, maturity, interest rate (which may be fixed or variable) or the
manner of calculation of the interest rate and time of payment of interest, if
any, terms for any extension or mandatory or optional redemption (including any
sinking fund) or any repayment option, the initial public offering price or
purchase price and other terms in connection with the offering and sale of the
Debt Securities (the "Offered Debt Securities"), are set forth in the
accompanying prospectus supplement (the "Prospectus Supplement") or in a pricing
supplement (the "Pricing Supplement") to such Prospectus Supplement. The
Prospectus Supplement also contains information about any listing of the Offered
Debt Securities on a securities exchange and the name of and compensation to
each dealer, underwriter or agent, if any, involved in the sale of the Offered
Debt Securities. ----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
---------------
The date of this Prospectus is , 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN AN OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBT SECURITIES.
SPECIFICALLY, ANY UNDERWRITERS FOR SUCH OFFERING MAY OVERALLOT IN CONNECTION
WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE THE DEBT SECURITIES IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement, and, if given or
made, such information or representation must not be relied upon as having been
authorized by ConAgra or by any underwriter, agent or dealer. This Prospectus
and any Prospectus Supplement shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus and
any Prospectus Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that the information therein is correct as
of any time subsequent to the date thereof.
---------------
AVAILABLE INFORMATION
ConAgra is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by ConAgra, may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
500 West Madison Street, Chicago, Illinois 60661-2511 and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports and other information herein and therein
concerning ConAgra can also be inspected at the office of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the site is http://www.sec.gov.
ConAgra has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 with respect to the
Debt Securities being offered pursuant to this Prospectus. This Prospectus does
not contain all information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement may be inspected and copied at the public
reference facilities maintained by the Commission at the addresses set forth in
the preceding paragraph. Statements contained herein concerning the provisions
of any documents are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed with the Commission, are
hereby incorporated by reference:
2
<PAGE>
1. Annual Report on Form 10-K of ConAgra for the fiscal year ended
May 26, 1996; and
2. Quarterly Reports on Form 10-Q of ConAgra for the quarters ended
August 25, 1996, November 24, 1996 and February 23, 1997; and
3. Current Report on Form 8-K of ConAgra dated August 26, 1996.
All documents filed by ConAgra after the date of this Prospectus pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the Debt Securities offered hereby, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements as modified or superseded shall be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
ConAgra will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus (other than certain exhibits to
such documents). Requests for such documents may be made by writing ConAgra,
Inc., One ConAgra Drive, Omaha, Nebraska 68102-5001 (Attention: Investor
Relations Department) or by calling (402) 595-4157.
CERTAIN FORWARD LOOKING STATEMENTS
The Prospectus contains certain forward-looking statements, including such
statements in the documents incorporated herein by reference. The statements
reflect management's current views and estimates of future economic
circumstances, industry conditions, Company performance and financial results.
The statements are based on many assumptions and factors including availability
and prices of raw materials, product pricing, competitive environment and
related market conditions, operating efficiencies, access to capital and actions
of governments. Any changes in such assumptions or factors could produce
significantly different results.
THE COMPANY
ConAgra is a diversified international food company operating across the
food chain in three industry segments: Food Inputs & Ingredients, Refrigerated
Foods, and Grocery/Diversified Products.
In the Food Inputs & Ingredients segment, ConAgra's major crop inputs
business distributes crop protection chemicals and fertilizers at wholesale and
retail levels. ConAgra's joint ventures with DuPont develop products for
agricultural and industrial markets. ConAgra also operates more than 100
specialty retailing farm stores. In the ingredients sector, ConAgra primarily
processes, distributes and trades ingredients for food products and meat and
poultry production. ConAgra's grain processing businesses include flour, oat and
dry corn milling, tortilla manufacturing, barley malting, specialty food
ingredient manufacturing and marketing and feed ingredient merchandising.
ConAgra internationally trades grain, dry edible beans and peas, fertilizer and
other commodities. ConAgra's trading and processing business also include a
private label consumer products business and a pet products business. ConAgra
has Inputs & Ingredients operations in Canada, Australia, Europe, Asia and Latin
America, as well as in the U.S.
3
<PAGE>
In the Refrigerated Foods segment, ConAgra produces and markets branded
processed meats and deli meats, fresh meat, poultry products, and cheese
products for retail and foodservice markets. ConAgra processed meat products
include hot dogs, bacon, ham, sausages, cold cuts, turkey products and kosher
products. ConAgra fresh meat products include beef, pork and lamb. ConAgra's
poultry businesses include chicken and turkey products. ConAgra's cheese
business includes cheese products and dessert toppings. Refrigerated Foods
brands include Armour, Butterball, Cook's, County Line, Country Pride, Decker,
Eckrich, Healthy Choice, Hebrew National and Swift Premium. ConAgra owns
Australia Meat Holdings Pty Ltd., a major Australian beef processor and
exporter.
The Grocery/Diversified Products segment includes two major business
groups. ConAgra Grocery Products Cos. branded consumer food businesses produce
shelf-stable and frozen foods for retail and foodservice markets. Products
include tomato products, cooking oils, popcorn, soup, puddings, canned beans,
cocoa mixes, peanut butter, ethnic products, dinners, entrees and fried chicken.
ConAgra's Diversified Products Cos. include a major potato products business and
a seafood business. These businesses serve foodservice and retail markets.
Grocery/Diversified Products brands include Act II, Banquet, Healthy Choice,
Hunt's, La Choy, Marie Callender's, Orville Redenbacher's, Peter Pan, Snack
Pack, Swiss Miss, Van Camp's and Wesson.
Acquisitions have contributed substantially to ConAgra's sales and earnings
growth, both in the years of acquisition and in subsequent years. Major
acquisitions have included United Agri Products, Banquet Foods, Country Pride
Foods, Peavey Company, Monfort of Colorado, the Morton, Chun King and Patio
frozen foods businesses, SIPCO (formerly Swift Independent Packing Company), the
assets of Armour Food Company, Pillsbury's grain merchandising business, eight
U.S. flour mills acquired from International Multifoods, Beatrice Company, the
assets of Elders' beef, malt and wool business in Australia, Golden Valley
Microwave Foods, Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean
and Wolf Brand chili businesses, Canada Malting Company and Gilroy Foods.
ConAgra anticipates that it will continue to grow internally and through
acquisitions.
ConAgra is a Delaware corporation with executive offices located at One
ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000.
USE OF PROCEEDS
ConAgra intends to add the net proceeds from the sale of Debt Securities to
its general funds, to be used for general corporate purposes, including working
capital, capital expenditures, the repayment of commercial paper, repayment of
loans under bank credit agreements and repayment of other short and intermediate
term borrowings. Prior to such application, such net proceeds may be invested in
short or intermediate term securities. Except as may be indicated in the
Prospectus Supplement, no specific determination as to the use of the proceeds
of the Debt Securities in respect to which this Prospectus is being delivered
has been made. The Company anticipates that it will raise additional funds from
time to time through equity or debt financing, including borrowings under its
revolving credit agreements, to finance its businesses worldwide.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated.
<TABLE>
Fiscal Years
Nine Months ---------------------------------------
Ended
February 23, 1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges 3.4 1.9 3.2 3.0 2.8 2.4
</TABLE>
In ConAgra's fiscal year ended May 26, 1996, pre-tax income includes
non-recurring charges of $507,800,000. Excluding these charges, the ratio of
earnings to fixed charges for 1996 was 3.1.
For purposes of computing the above ratio of earnings to fixed charges,
earnings consist of income before taxes and fixed charges. Fixed charges, for
the purpose of computing earnings, are adjusted to exclude interest capitalized.
Fixed charges include interest on both long- and short-term debt (whether the
interest is expensed or capitalized and including interest charged to
cost-of-goods sold) and a portion of noncancelable rental expense representative
of the interest factor. The ratio is computed using the amounts for ConAgra as a
whole, including its majority-owned subsidiaries, whether or not consolidated,
and its proportionate share of any 50%-owned subsidiaries, whether or not
ConAgra guarantees obligations of the subsidiaries.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an indenture (the "Indenture"),
dated as of October 8, 1990, between ConAgra and The Chase Manhattan Bank as
trustee (the "Trustee"), a copy of which has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. The following is a
summary of certain provisions of the Indenture and does not purport to be
complete. Reference is made to the Indenture for a complete statement of such
provisions. Certain capitalized terms used below are defined in the Indenture
and have the meanings given them in the Indenture. Section references are to the
Indenture. Wherever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated by reference as
part of the statement made, and the statement is qualified in its entirety by
such reference.
The Indenture does not limit the amount of additional indebtedness ConAgra
may incur or issue thereunder.
The Prospectus Supplement will contain further information with respect to
the senior and subordinated debt outstanding as of the date of the Prospectus
Supplement.
General
The Indenture does not limit the amount of debentures, notes or other
evidences of indebtedness which may be issued thereunder. The Indenture provides
that Debt Securities may be issued from time to time in one or more series and
may be denominated and payable in foreign currencies or units based on or
relating to foreign currencies, including European Currency Units ("ECUs").
Special United States federal income tax considerations applicable to any Debt
Securities so denominated will be described in
5
<PAGE>
the relevant Prospectus Supplement. The Debt Securities will be unsecured and
will rank pari passu with all other unsecured and unsubordinated obligations of
ConAgra.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities (to the extent such terms are applicable to such
Debt Securities): (i) designation, aggregate principal amount, purchase price
and denomination; (ii) currency or currency units based on or relating to
currencies in which such Debt Securities are denominated and/or in which
principal (and premium, if any) and/or any interest will or may be payable;
(iii) the date of maturity; (iv) interest rate or rates (or method by which such
rate will be determined), if any; (v) the dates on which any such interest will
be payable; (vi) the place or places where the principal of and interest, if
any, on the Offered Debt Securities will be payable; (vii) any redemption or
sinking fund provisions; (viii) whether the Offered Debt Securities will be
issuable in registered form or bearer form and, if Offered Debt Securities in
bearer form are issuable, restrictions applicable to the exchange of one form
for another and to the offer, sale and delivery of Offered Debt Securities in
bearer form; (ix) whether and under what circumstances ConAgra will pay
additional amounts on Offered Debt Securities held by a person which is not a
U.S. person (as defined in the Prospectus Supplement) in respect of any tax,
assessment or governmental charge withheld or deducted, and if so, whether
ConAgra will have the option to redeem such Debt Securities rather than pay such
additional amounts; and (x) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants provided for
with respect to Offered Debt Securities, and any terms which may be required by
or advisable under United States laws or regulations.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the Indenture. Debt Securities in bearer form and the
coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities will bear interest at a fixed rate (a "Fixed Rate
Security") or a floating rate (a "Floating Rate Security"). Debt Securities
bearing no interest or interest at a rate which, at the time of issuance, is
below the prevailing market rate, will be sold at a discount below their stated
principal amount. Special United States federal income tax considerations
applicable to any such discounted Debt Securities or to certain Debt Securities
issued at par which are treated as having been issued at a discount for United
States federal income tax purposes will be described in the relevant Prospectus
Supplement.
Debt Securities may be issued, from time to time, with the principal amount
payable on any principal payment date, or the amount of interest payable on any
interest payment date, to be determined by reference to one or more currency
exchange rates, commodity prices, equity indices or other factors. Holders of
such Debt Securities may receive a principal amount on any principal payment
date, or a payment of interest on any interest payment date, that is greater
than or less than the amount of principal or interest otherwise payable on such
dates, depending upon the value on such dates of the applicable currency,
commodity, equity index or other factor. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional tax considerations will be
set forth in the applicable Prospectus Supplement.
The Indenture contains no covenants or other specific provisions to afford
protection to holders of the Debt Securities in the event of a highly leveraged
transaction or a change in control of ConAgra,
6
<PAGE>
except to the limited extent described under "Limitations on Liens", "Limitation
on Sale and Lease-Back Transactions" and "Consolidation, Merger, Conveyance or
Transfer" below. Such covenants or provisions are not subject to waiver by
ConAgra's Board of Directors without the consent of the holders of not less than
a majority in principal amount of Debt Securities of each series as described
under "Modification of Indenture" below.
Registered Global Securities
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Debt Securities (a "Registered Global Security")
that will be deposited with a depositary (the "Depositary"), or with a nominee
for a Depositary identified in the Prospectus Supplement relating to such
series. In such cases, one or more Registered Global Securities will be issued
in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of outstanding registered Debt Securities of the
series to be represented by such Registered Global Security or Securities.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a Registered Global Security may not be transferred
except as a whole by the Depositary for such Registered Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
ConAgra anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Registered Global Security, the Depositary for such
Registered Global Security will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such Registered Global Security to the accounts of persons that
have accounts with such Depositary ("participants"). The accounts to be credited
shall be designated by any underwriters or agents participating in the
distribution of such Debt Securities or by ConAgra if such Debt Securities are
offered and sold directly by ConAgra. Ownership of beneficial interest in a
Registered Global Security will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Registered Global Security (with respect to interests of participants) or by
participants or persons that hold through participants (with respect to
interests of persons other than participants). The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Registered Global Security.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under the Indenture. Except as set forth below, owners of beneficial
interests in a Registered Global Security will not be entitled to have the Debt
Securities represented by such Registered Global Security registered in their
names, will not receive or be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture.
7
<PAGE>
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
ConAgra, the Trustee or any paying agent for such Debt Securities will have any
responsibility or liability for any aspect of the records to or payments made on
account of beneficial ownership interests in such Registered Global Security or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
ConAgra expects that the Depositary for any Debt Securities represented by
a Registered Global Security, upon receipt of any payment of principal, premium
or interest, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Registered Global Security as shown on the records of such
Depositary. ConAgra also expects that payments by participants to owners of
beneficial interest in such Registered Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with the securities held for the accounts of customers in
bearer form registered in "street names," and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by ConAgra within ninety days or an
Event of Default has occurred and is continuing with respect to such Debt
Securities, ConAgra will issue such Debt Securities in definitive form in
exchange for such Registered Global Security. In addition, ConAgra may at any
time and in its sole discretion determine not to have the Debt Securities of a
series represented by one or more Registered Global Securities and, in such
event, will issue Debt Securities of such series in definitive form in exchange
for the Registered Global Securities or Securities representing such Debt
Securities.
Further, if ConAgra so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Registered Global Securities
representing such Debt Securities may, on terms acceptable to ConAgra and the
Depositary for such Registered Global Securities, receive such Debt Securities
in definitive form. In any such instance, an owner of a beneficial interest in
such a Registered Global Securities will be entitled to have Debt Securities
equal in principal amount to such beneficial interest registered in its name and
will be entitled to physical delivery of such Debt Securities in definitive
form. Debt Securities so issued in definitive form will, except as set forth in
the applicable Prospectus Supplement, be issued in denominations of $1,000 and
integral multiples of $1,000 in excess thereof and will be issued in registered
form only without coupons.
Certain Covenants of ConAgra
The following restrictions apply to the Offered Debt Securities unless the
Prospectus Supplement provides otherwise.
Limitations on Liens
--------------------
The Indenture states that, unless the terms of any series of Debt
Securities provide otherwise, ConAgra will not and will not permit any
Consolidated Subsidiary to issue, assume or guarantee any indebtedness for money
borrowed ("Indebtedness") secured by a mortgage, pledge security interest or
other lien (a "Lien") upon or with respect to any Principal Property or on the
capital stock of any Consolidated Subsidiary that owns Principal Property unless
(a) ConAgra makes effective provision whereby the Offered Debt Securities shall
be secured by such Lien equally and ratably with any and all
8
<PAGE>
other obligations and indebtedness thereby secured, or (b) the aggregate amount
of all such Indebtedness of ConAgra and its Consolidated Subsidiaries, together
with all Attributable Debt (as defined in the Indenture) in respect of Sale and
Lease-Back Transactions existing at such time (with the exception of
transactions which are not subject to the limitation described in "Limitation on
Sale and Lease-Back Transactions" below), would not exceed 10% of the Net
Tangible Assets (as defined in the Indenture) of ConAgra and the Consolidated
Subsidiaries, as shown on the audited consolidated balance sheet contained in
the latest annual report to stockholders of ConAgra.
Such limitation will not apply to (a) any Lien existing on any Principal
Property at the date of the Indenture, (b) any Lien created by a Consolidated
Subsidiary in favor of ConAgra or any wholly-owned Consolidated Subsidiary, (c)
any Lien existing on any asset of any corporation at the time such corporation
becomes a Consolidated Subsidiary or at the time such corporation is merged or
consolidated with or into ConAgra or a Consolidated Subsidiary, (d) any lien on
any asset existing at the time of acquisition thereof, (e) any lien on any asset
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring or improving such asset, if such Lien attaches
to such asset concurrently with or within 180 days after the acquisition or
improvement thereof, (f) any Lien incurred in connection with pollution control,
industrial revenue or any similar financing or (g) any refinancing, extension,
renewal or replacement of any of the Liens described in this paragraph if the
principal amount of the Indebtedness secured thereby is not increased and is not
secured by any additional assets.
The Indenture defines the term "Principal Property" to mean, as of any
date, any building structure or other facility together with the land upon which
it is erected and fixtures comprising a part thereof, used primarily for
manufacturing, processing or production, in each case located in the United
States, and owned or leased or to be owned or leased by ConAgra or any
Consolidated Subsidiary, and in each case the net book value of which as of such
date exceeds 2% of the Net Tangible Assets (as defined in the Indenture) of
ConAgra and the Consolidated Subsidiaries, as shown on the audited consolidated
balance sheet contained in the latest annual report to stockholders of ConAgra,
other than any such land, building, structure or other facility or portion
thereof which, in the opinion of the Board of Directors of ConAgra, is not of
material importance to the business conducted by ConAgra and its Consolidated
Subsidiaries, considered as one enterprise.
The Indenture defines the term "Consolidated Subsidiary" to mean a
subsidiary of ConAgra the accounts of which are consolidated with those of
ConAgra in accordance with generally accepted accounting principles. (Section
3.6)
Limitation on Sale and Lease-Back Transactions
----------------------------------------------
The Indenture states that, unless the terms of any series of Debt
Securities provide otherwise, neither ConAgra nor any Consolidated Subsidiary
may enter into any arrangement with any person (other than ConAgra) providing
for the leasing by ConAgra or a Consolidated Subsidiary of any Principal
Property (except for temporary leases for a term of not more than three years),
which property has been or is to be sold or transferred by ConAgra or a
Consolidated Subsidiary to such person (herein referred as a "Sale and
Lease-Back Transaction"). (Sections 3.6 and 3.7)
Such limitation will not apply to any Sale and Lease-Back Transaction if
(a) the net proceeds to ConAgra or such Consolidated Subsidiary from the sale or
transfer equal or exceed the fair value (as determined by the Board of Directors
of ConAgra) of the property so leased, (b) ConAgra or such Consolidated
Subsidiary would be entitled to incur indebtedness secured by a Lien on the
property to be
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<PAGE>
leased as described in "Limitation on Liens" above or (c) ConAgra, within 90
days of the effective date of any such Sale and Lease-Back Transaction, applies
an amount equal to the fair value (as determined by the Board of Directors of
ConAgra) of the property so leased to the retirement of Funded Indebtedness of
ConAgra. (Section 3.7)
Events of Default
An Event of Default will occur under the Indenture with respect to Debt
Securities of any series if (a) ConAgra shall fail to pay when due any
installment of interest on any of the Debt Securities of such series and such
default shall continue for 30 days, (b) ConAgra shall fail to pay when due all
or any part of the principal of (and premium, if any, on) any of the Debt
Securities of such series (whether at maturity, upon redemption, upon
acceleration or otherwise), (c) ConAgra shall fail to perform or observe any
other term, covenant or agreement contained in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of Debt
Securities other than such series) for a period of 90 days after written notice
thereof, as provided in the Indenture, (d) certain events of bankruptcy,
insolvency or reorganization shall have occurred or (e) ConAgra has not complied
with any other covenant the noncompliance with which would specifically
constitute an Event of Default with respect to Debt Securities of such series.
(Section 5.1)
The Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, or interest on, any series of Debt Securities or due
to the default in the performance or breach of any other covenant or warranty of
ConAgra applicable to the Debt Securities of such series but not applicable to
all outstanding Debt Securities shall have occurred and be continuing, either
the Trustee or the holders of 25% in principal amount of the Debt Securities of
such series may then declare the principal of all Debt Securities of such series
and interest accrued thereon to be due and payable immediately and (b) if an
Event of Default due to default in the performance of any other of the covenants
or agreements in the Indenture applicable to all outstanding Debt Securities or
due to certain events of bankruptcy, insolvency and reorganization of ConAgra,
shall have occurred and be continuing, either the Trustee or the holders of 25%
in principal amount of all Debt Securities then outstanding (treated as one
class) may declare the principal of all Debt Securities and interest accrued
thereon to be due and payable immediately, but upon certain conditions such
declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or interest
on the Debt Securities) by the holders of a majority in principal amount of the
Debt Securities of such series (or all series, as the case may be) then
outstanding. (Sections 5.1 and 5.10)
The holders of a majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that such direction shall not be in
conflict with any rule of law or the Indenture. (Section 5.9) Before proceeding
to exercise any right of power under the Indenture at the direction of such
holders, the Trustee shall be entitled to receive from such holders reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with any such direction. (Section 5.6)
ConAgra will be required to furnish to the Trustee annually a statement of
certain officers of ConAgra to the effect that, to the best of their knowledge,
ConAgra is not in default of the performance of the terms of the Indenture or,
if they have knowledge that ConAgra is in default, specifying such default.
(Section 3.5)
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The Indenture provides that no holder of Debt Securities issued under the
Indenture may institute any action against ConAgra under the Indenture (except
actions for payment of overdue principal or interest) unless (a) the holder
previously shall have given to the Trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the Debt Securities of such affected series issued under the Indenture
and then outstanding shall have requested the Trustee to institute such action
and shall have offered the Trustee reasonable indemnity, (b) the Trustee shall
not have instituted such action within 60 days of such request, and (c) the
Trustee shall not have received direction inconsistent with such written request
by the holders of a majority in principal amount of the Debt Securities of such
affected series issued under the Indenture and then outstanding. (Sections 5.6
and 5.9)
The Indenture requires the Trustee to give to all holders of outstanding
Debt Securities of any series notice of any default by ConAgra with respect to
that series, unless such default shall have been cured or waived; however,
except in the case of a default in the payment of principal of (and premium, if
any) or interest on any outstanding Debt Securities of that series or in the
payment of any sinking fund installment, the Trustee is entitled to withhold
such notice in the event that the board of directors, the executive committee or
a trust committee of directors or certain officers of the Trustee in good faith
determines that withholding such notice is in the interest of the holders of the
outstanding Debt Securities of that series. (Section 5.11)
Defeasance and Discharge
The following defeasance provision will apply to the Offered Debt
Securities unless the Prospectus Supplement provides otherwise.
The Indenture provides that, unless the terms of any series of Debt
Securities provide otherwise, ConAgra will be discharged from obligations in
respect of the Indenture and the outstanding Debt Securities of such series
(including its obligation to comply with the provisions referred to under
"Certain Covenants of ConAgra", if applicable, but excluding certain other
obligations, such as the obligation to pay principal of (and premium, if any)
and interest on the Debt Securities of such series then outstanding and
obligations to register the transfer or exchange of such outstanding Debt
Securities and to replace stolen, lost or mutilated certificates), upon the
irrevocable deposit, in trust, of cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations (as defined in the
Indenture) which through the payment of interest and principal thereof in
accordance with their terms will provide cash in an amount sufficient to pay any
installment of principal of (and premium, if any) and interest on and mandatory
sinking fund payments in respect of such outstanding Debt Securities on the
stated maturity of such payments in accordance with the terms of the Indenture
and such outstanding Debt Securities provided that ConAgra has received an
opinion of counsel or officers' certificate to the effect that such a discharge
will not be deemed, or result in, a taxable event with respect to holders of the
outstanding Debt Securities of such series and that certain other conditions are
met. (Section 10.1)
Modification of the Indenture
The Indenture provides that ConAgra and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of ConAgra, (c) add covenants for the protection
of the holders of Debt Securities, (d) cure any ambiguity or correct any
inconsistency in the Indenture, (e) establish the form or terms of Debt
Securities of any series, and (f) evidence the acceptance of appointment by a
successor trustee. (Section 8.1)
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The Indenture also contains provisions permitting ConAgra and the Trustee,
with the consent of the holders of not less than a majority in principal amount
of Debt Securities of all series then outstanding and affected, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
the Indenture or modify in any manner the rights of the holders of the Debt
Securities of each series so affected, provided that ConAgra and the Trustee may
not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the stated maturity of the principal of any Debt
Security, or reduce the principal amount thereof or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest thereon
is payable or reduce the amount of any original issue discount security payable
upon acceleration or provable in bankruptcy or alter certain provisions of the
Indenture relating to Debt Securities not denominated in U.S. dollars or impair
the right to institute suit for the enforcement of any payment on any Debt
Security when due or (b) reduce the aforesaid percentage in principal amount of
Debt Securities of any series the consent of the holders of which is required
for any such modification. (Section 8.2)
Consolidation, Merger, Conveyance or Transfer
ConAgra may, without the consent of the Trustee or the holders of Debt
Securities, consolidate or merge with, or convey, transfer or lease its
properties and assets substantially as an entirety to any other corporation,
provided that any successor corporation is a corporation organized under the
laws of the United States of America or any state thereof and that such
successor corporation expressly assumes all obligations of ConAgra under the
Debt Securities and that certain other conditions are met, and, thereafter,
except in the case of a lease, ConAgra shall be relieved of all obligations
thereunder. (Article Nine)
Applicable Law
The Debt Securities and the Indenture will be governed by and construed in
accordance with the laws of the State of New York. (Section 11.8)
Concerning the Trustee
The Chase Manhattan Bank is the Trustee under the Indenture and is also the
trustee under a prior indenture between ConAgra and The Chase Manhattan Bank.
The Chase Manhattan Bank is one of a number of banks with which ConAgra and its
subsidiaries maintain ordinary banking relationships and with which ConAgra and
its subsidiaries maintain credit facilities.
12
<PAGE>
PLAN OF DISTRIBUTION
ConAgra may sell Offered Debt Securities (i) through agents, (ii) through
underwriters, (iii) through dealers or (iv) directly to purchasers (through a
specific bidding or auction process or otherwise).
Offers to purchase Debt Securities may be solicited by agents designated by
ConAgra from time to time. Any such agent involved in the offer or sale of the
Offered Debt Securities will be named, and any commissions payable by ConAgra to
such agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Any such agent may be deemed to
be an underwriter, as that term is defined in the Securities Act of 1933, as
amended (the "1933 Act"), of the Debt Securities so offered and sold. Agents may
be entitled under agreements which may be entered into with ConAgra to
indemnification by ConAgra against certain liabilities, including liabilities
under the 1933 Act, and may be customers of, engaged in transactions with or
perform services for ConAgra in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of Offered Debt
Securities, ConAgra will execute an underwriting agreement with such underwriter
or underwriters at the time an agreement for such sale is reached, and the names
of the specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including compensation of the
underwriters and dealers, if any, will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of Offered
Debt Securities. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by ConAgra against certain
liabilities, including liabilities under the 1933 Act and such underwriters or
their affiliates may be customers of, engage in transaction with or perform
service for, ConAgra in the ordinary course of business. Only underwriters named
in the Prospectus Supplement are deemed to be underwriters in connection with
the Offered Debt Securities.
If underwriters are used to sell Offered Debt Securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Offered Debt Securities. Specifically, the underwriters may
overallot. In addition, the underwriters may bid for, and purchase, Offered Debt
Securities in the open market to cover syndicate short positions created in
connection with the offering or to stabilize the price of the Offered Debt
Securities. Finally, the underwriting syndicate may reclaim selling concessions
allowed for distributing the Offered Debt Securities in the offering, if the
syndicate repurchases previously distributed Offered Debt Securities in
syndicate covering transactions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the Offered
Debt Securities above independent market levels. The underwriters are not
required to engage in these activities, and may end any of these activities at
any time.
If a dealer is utilized in the sale of Offered Debt Securities, ConAgra
will sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled, under agreements
which may be entered into with ConAgra, to indemnification by ConAgra against
certain liabilities, including liabilities under the 1933 Act and such dealers
or their affiliates may be customers of, extend credit to or engage in
transactions with or perform services for ConAgra in the ordinary course of
business. The name of the dealer and the terms of the transactions will be set
forth in the Prospectus Supplement relating thereto.
Offers to purchase Debt Securities may be solicited directly by ConAgra and
sales thereof may be made by ConAgra directly to institutional investors or
others. The terms of any such sales, including
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<PAGE>
the terms of any bidding or auction process, if utilized, will be described in
the Prospectus Supplement relating thereto.
Debt Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for ConAgra. Any remarketing firm will be identified and
the terms of its agreement, if any, with ConAgra and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Debt Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with ConAgra to indemnification by ConAgra against certain liabilities,
including liabilities under the 1933 Act, and may be customers of, engage in
transactions with or perform services for ConAgra in the ordinary course of
business.
If so indicated in the Prospectus Supplement, ConAgra will authorize agents
and underwriters to solicit offers by certain institutions to purchase Debt
Securities from ConAgra at the public offering price set forth in the Prospectus
Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for
payment and delivery on the date stated in the Prospectus Supplement. Such
Contracts will be subject to only those conditions set forth in the Prospectus
Supplement. A commission indicated in the Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Debt Securities pursuant to
Contracts accepted by ConAgra.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this Prospectus by reference from ConAgra's annual report on
Form 10-K for the year ended May 26, 1996 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference (which express an unqualified opinion and include an
explanatory paragraph relating to the adoption of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of"), and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the period set forth in such reports by the firm or firms rendering such
reports, and, to the extent so audited and consent to incorporation by reference
is given, will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Debt Securities offered hereby have been passed upon
for ConAgra by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102.
14
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth estimated expenses to be incurred by ConAgra in
connection with the offering described in this Registration Statement:
Item Amount
Registration Fee $ 303,030
Blue Sky Fees and Expenses $ 2,500*
Trustee Fees $ 6,000*
Rating Agency Fees $ 75,000*
Printing Expenses $ 35,000*
Accounting Fees and Expenses $ 25,000*
Legal Fees and Expenses $ 40,000*
Miscellaneous Expenses $ 3,470*
TOTAL $ 490,000
----------------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article V of the Certificate of Incorporation of ConAgra,
ConAgra shall, to the extent required, and may, to the extent permitted, by
Section 102 and Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify and reimburse all persons whom
it may indemnity and reimburse pursuant thereto. No director shall be liable to
ConAgra or its stockholders for monetary damages for breach of fiduciary duty as
a director with respect to acts or omissions occurring on or after September 18,
1986. A director shall continue to be liable for (i) any breach of a director's
duty or loyalty to ConAgra or its stockholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) paying a dividend or approving a stock repurchase which would violate
Section 174 of the General Corporation Law of the State of Delaware; or (iv) any
transaction from which the director derived an improper personal benefit.
The by-laws of ConAgra provide for indemnification of ConAgra officers and
directors against all expenses, liabilities or losses reasonably incurred or
suffered by the officer or director, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or is threatened to be made a party to or is involved in any action, suit or
proceeding whether civil, criminal, administrative or investigative, by reason
of the fact such person was serving ConAgra in such capacity. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of ConAgra.
II-1
<PAGE>
ConAgra also maintains a director and officer insurance policy which
insures the officers and directors of ConAgra and its subsidiaries against
damages, judgments, settlements and costs incurred by reason of certain wrongful
acts committed by such persons in their capacities as officers and directors.
ITEM 16. LIST OF EXHIBITS.
Exhibit
Number Description
1.1 Form of Underwriting Agreement incorporated by reference to Exhibit
1.1 of ConAgra's Registration Statement on Form S-3 (33-55626).
4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase
Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of
ConAgra's Registration Statement on Form S-3 (33- 36967).
4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's
Registration Statement on Form S-3 (33-55626).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
12.1 Statement Regarding Computation of Earnings to Fixed Charges
incorporated by reference to Exhibit 12 of ConAgra's Annual Report on
Form 10-K for the fiscal year ended May 26, 1996 and Exhibit 12 of
ConAgra's Quarterly Report on Form 10-Q for the quarter ended February
23, 1997.
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed int he Act and is therefore unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
ConAgra, Inc., a Delaware corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska,
on the 23rd day of May, 1997. CONAGRA, INC.
/s/ Philip B. Fletcher
By: ____________________________
Philip B. Fletcher
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 23rd day of May, 1997.
Signature Title
/s/ Philip B. Fletcher
______________________________________ Chairman, Chief Executive Officer
Philip B. Fletcher and Director
/s/ James P. O'Donnell
______________________________________ Senior Vice President
James P. O'Donnell and Chief Financial Officer
(Principal Financial Officer)
/s/ Kenneth W. DiFonzo
______________________________________ Vice President, Controller
Kenneth W. DiFonzo (Principal Accounting Officer)
C. M. Harper* Director
Robert A. Krane* Director
Mogens Bay* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Bruce C. Rohde* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
William G. Stocks* Director
Jane J. Thompson* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* Philip B. Fletcher, by signing his name hereto, signs the Registration
Statement on behalf of each of the persons indicated. A Power-of-Attorney
authorizing Philip B. Fletcher to sign this Registration Statement on behalf
of each of the indicated Directors of ConAgra, Inc. is filed herewith as
Exhibit 24.
/s/ Philip B. Fletcher
By: ____________________________
Philip B. Fletcher
Attorney-In-Fact
II-4
<PAGE>
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1
of ConAgra's Registration Statement on Form S-3 (33-55626).
4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase
Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of
ConAgra's Registration Statement on Form S-3 (33-36967).
4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's
Registration Statement on Form S-3 (33-55626).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
12.1 Statement Regarding Computation of Earnings to Fixed Charges
incorporated by reference to Exhibit 12 of ConAgra's Annual Report on
Form 10-K for the fiscal year ended May 26, 1996 and Exhibit 12 of
ConAgra's Quarterly Report on Form 10-Q for the quarter ended February
23, 1997.
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility.
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Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
(402) 341-3070
May 23, 1997
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra, Inc. (the "Company") proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-3 (the "Registration Statement") covering up to
$1,000,000,000 of debt securities of the Company (the "Debt Securities") which
are to be issued in one or more series from time to time under an indenture (the
"Indenture"), the form of which appears as an exhibit to the Registration
Statement. In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered relevant
to the opinions set forth below, and have made such investigation of matters of
law and fact as we have considered appropriate.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has full corporate
power to execute and deliver the Indenture and the Debt Securities.
2. The execution and delivery of the Indenture by the Company has been
duly authorized, and, subject to compliance with the procedures specified in the
Indenture relating to the authorization of the several series of Debt
Securities, the issuance of the Debt Securities in such series will be duly
authorized; and when the Debt Securities of a series has been so authorized and
executed by the Company, authenticated by the trustee and delivered against
payment therefor, the Debt Securities of such series will constitute legally
issued and valid obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.
Very truly yours,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ DAVID L. HEFFLINGER
FOR THE FIRM
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ C. M. HARPER
---------------------
C. M. Harper
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ ROBERT A. KRANE
---------------------
Robert A. Krane
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ MOGENS BAY
---------------------
Mogens Bay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ GERALD RAUENHORST
---------------------
Gerald Rauenhorst
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ CARL E. REICHARDT
---------------------
Carl E. Reichardt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ BRUCE C. ROHDE
---------------------
Bruce C. Rohde
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ RONALD W. ROSKENS
---------------------
Ronald W. Roskens
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as her
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this
9th day of May, 1997.
/s/ MARJORIE M. SCARDINO
---------------------
Marjorie M. Scardino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ WALTER SCOTT, JR.
---------------------
Walter Scott, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ KENNETH E. STINSON
---------------------
Kenneth E. Stinson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ WILLIAM G. STOCKS
---------------------
William G. Stocks
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as her
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for her and in her name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this
9th day of May, 1997.
/s/ JANE J. THOMPSON
---------------------
Jane J. Thompson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ FREDERICK B. WELLS
---------------------
Frederick B. Wells
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ THOMAS R. WILLIAMS
---------------------
Thomas R. Williams
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Philip B. Fletcher and Bruce C. Rohde as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to $1,000,000,000 maximum
offering price of debt securities of ConAgra, Inc. and any and all amendments
and post-effective amendments and supplements to the registration statement and
any and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of
such attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in- fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
9th day of May, 1997.
/s/ CLAYTON K. YEUTTER
---------------------
Clayton K. Yeutter
<PAGE>
Exhibit 25
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee for delayed offering
pursuant to Section 305 (b) (2))
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___________
__________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of Incorporation (I.R.S. Employer Identification Number)
if not a national bank)
270 Park Avenue 10017
New York, New York (Zip Code)
(Address of principal executive offices)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
CONAGRA, INC.
(Exact name of obligor as specified in its charter)
Delaware 47-0248710
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One ConAgra Drive 68102
Omaha, Nebraska (Zip Code)
(Address of principal executive offices)
__________________________________
Debt Securities
(Title of the indenture securities)
_______________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of The Federal Reserve System, Washington, D. C.
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, NY.
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10,
1996 (see Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see
<PAGE>
Exhibit 2 to Form T-1 filed in connection with Registration Statement
No. 33- 50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and the The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consents of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and the The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York, and the State of New York, on the 20th day of May, 1997.
THE CHASE MANHATTAN BANK
/s/ Timothy E. Burke
By____________________________
Timothy E. Burke
Second Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
ASSETS Dollar Amounts
in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.......................................... $ 11,509
Interest-bearing balances.......................................................... 8,457
Securities:.................................................................................
Held to maturity securities................................................................. 3,128
Available-for-sale securities............................................................... 40,534
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
Federal funds sold................................................................. 9,222
Securities purchased under agreements to resell.................................... 422
Loans and lease financing receivable:
Loans and leases, net of unearned income...................... $133,935
LESS: Allowance for loan and lease losses............ 2,789
LESS: Allocated transfer risk reserve................ 16
Loans and leases, net of unearned income, allowance, and reserve............................ 131,130
Trading assets.............................................................................. 49,876
Premises and fixed assets (including capitalized leases).................................... 2,877
Other real estate owned..................................................................... 290
Investments in unconsolidated subsidiaries and associated companies ........................ 124
Customers' liability to this bank on acceptances outstanding................................ 2,313
Intangible assets........................................................................... 1,316
Other assets................................................................................ 11,231
TOTAL ASSETS $ 272,429
<PAGE>
LIABILITIES
Deposits:
In domestic offices............................................................ $ 87,006
Noninterest-bearing............................. $35,783
Interest-bearing................................ $51,223
In foreign offices, Edge and Agreement subsidiaries, and IBFs.................. 73,206
Noninterest-bearing............................. $4,347
Interest-bearing................................ $68,859
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased........................................................ 14,980
Securities sold under agreements to repurchase................................. 10,125
Demand notes issued to the U.S. Treasury................................................ 1,867
Trading liabilities..................................................................... 34,783
Other borrowed money:
With a remaining maturity of one year or less.................................. 14,639
With a remaining maturity of more than one year................................ 425
Mortgage indebtedness and obligations under capitalized leases.......................... 40
Bank's liability on acceptances, executed and outstanding............................... 2,267
Subordinated notes and debentures.............................................. 5,471
Other liabilities.............................................................. 11,343
TOTAL LIABILITIES....................................................................... 256,152
Limited-life preferred stock and related surplus........................................ 550
EQUITY CAPITAL
Common stock............................................................................ 1,251
Surplus................................................................................. 10,243
Undivided profits and capital reserves.................................................. 4,526
Net unrealized holding gains (losses) on available-for-sale securities.................. (309)
Cumulative foreign currency translation adjustments..................................... 16
TOTAL EQUITY CAPITAL.................................................................... 15,727
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND
EQUITY CAPITAL................................................................. $ 272,429
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
<PAGE>
(Signed) Joseph L. Sclafani
We the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal Regulatory authority and is true and correct.
Walter V. Shipley )
Edward D. Miller ) Directors
Thomas G. Labrecque )
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ConAgra, Inc. on Form S-3 of our reports dated July 12, 1996 (which express an
unqualified opinion and include an explanatory paragraph relating to the
adoption of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of"), appearing in and incorporated by
reference in the Annual Report on Form 10-K of ConAgra, Inc. for the year ended
May 26, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 12, 1997
<PAGE>
