As filed with the Securities and Registration Statement No. 333-47037
Exchange Commission on June 4, 1998.
Securities and Exchange Commission
Washington, D.C. 20549
-------------------
Pre-Effective Amendment No. Two to
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 jurisdiction (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
Executive 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. |_|
<PAGE>
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
8,958,421 Shares of
CONAGRA, INC.
Common Stock
($5.00 Par Value)
----------------------
All 8,958,421 shares of common stock (the "ConAgra Common Stock") of
ConAgra, Inc. ("ConAgra") offered in this Prospectus may be offered for sale
from time to time by and for the account of certain stockholders of ConAgra (the
"Selling Stockholders") or by pledgees, donees, transferees or other successors
in interest of such Selling Stockholders. The Selling Stockholders acquired the
shares of ConAgra Common Stock in connection with certain business acquisitions
by ConAgra. See "Selling Stockholders". Such sales may be made on one or more
exchanges, in the over-the-counter market or otherwise, at prices and at terms
then prevailing, at prices related to the then current market price or in
negotiated transactions. See "Plan of Distribution".
ConAgra will not receive any of the proceeds of any sale of the shares of
ConAgra Common Stock. All expenses relating to distribution of the shares of
ConAgra Common Stock are to be borne by ConAgra, other than selling commissions
and fees of counsel to the Selling Stockholders. The ConAgra Common Stock is
listed on the New York Stock Exchange under the symbol "CAG". On ____________,
1998, the last reported sales price of the ConAgra Common Stock on the New York
Stock Exchange was $_________ per share.
----------------
The securities have not been approved by the Securities
and Exchange Commission or any state securities
commissions, nor have these
organizations determined that this prospectus
is accurate or complete. Any representation
to the contrary is a criminal offense.
---------------
_______________, 1998
<PAGE>
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, ConAgra's 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, fertilizers and seeds at
wholesale and retail levels. In the ingredients sector, ConAgra primarily
processes, distributes and trades ingredients for food products and meat and
poultry production. ConAgra's ingredient 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 businesses 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.
In the Refrigerated Foods segment, ConAgra produces and markets branded
processed meats and deli meats, fresh meat, poultry products, and cheese
products for retail, foodservice and export 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.
In the Grocery & Diversified Products segment, ConAgra produces
shelf-stable and frozen foods for retail and foodservice markets. Shelf-stable
products include tomato products, cooking oils, popcorn, soup, puddings, canned
beans, cocoa mixes, peanut butter and ethnic products. Frozen foods include
dinners, entrees, potato products, snacks, and seafood. 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
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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.
<PAGE>
Earnings Per Share
Statement of Financial Accounting Standards No. 128, adopted by the
Company, requires the presentation of basic and diluted earnings per share and
replaces the prior presentation of primary and fully diluted earnings per share.
Basic earnings per share is calculated on the basis of weighted average
outstanding common shares, after giving effect to preferred stock dividends.
Diluted earnings per share is computed on the basis of weighted average
outstanding common shares, outstanding options that are dilutive, and equivalent
shares assuming conversion of outstanding convertible securities, where
dilutive.
Earnings per share are restated for the periods below in accordance with
SFAS 128 and are adjusted to reflect a two-for-one stock split effective October
1, 1997:
<TABLE>
(In millions, except per share amounts)
Fiscal Year Ended
------------------------------------------------------------------------------
May 30, May 29, May 28, May 26, May 25,
1993 1994 1995 1996(1) 1997
<S>
Computation of basic earnings per share:
<C> <C> <C> <C> <C>
Income before cumulative effect of
change in accounting principle .......... $ 391.5 $ 437.1 $ 495.6 $ 188.9 $ 615.0
Less preferred dividends .................. 24.0 24.0 24.0 8.6 --
------------ ----------- ---------- ---------- ----------
Income available to common stock
before cumulative effect of change
in accounting principle ............... 367.5 413.1 471.6 180.3 615.0
Cumulative effect of change in
accounting principle .................. (121.2) -- -- -- --
------------ ------------ ---------- ---------- ----------
Income available to common stock .......... $ 246.3 $ 413.1 $ 471.6 $ 180.3 $ 615.0
------------ ------------ ---------- ---------- ----------
Weighted average common shares outstanding .... 460.5 453.3 453.0 451.3 451.3
------------ ------------ ---------- ---------- ----------
Basic earnings per share:
Before cumulative effect of change in
accounting principle .................. $ 0.80 $ 0.91 $ 1.04 $ 0.40 $ 1.36
Cumulative effect of change in accounting
principle ............................. (0.26) -- -- -- --
------------ ------------ ----------- ----------- ----------
Basic earnings per share .................. $ 0.54 $ 0.91 $ 1.04 $ 0.40 $ 1.36
------------ ------------ ----------- ----------- ----------
Computation of diluted earnings per share:
Income available to common stock before
cumulative effect of change in
accounting principle .................. $ 367.5 $ 13.1 $ 471.6 $ 180.3 $ 615.0
Add dividends on convertible preferred
stock where dilutive .................. -- 24.0 24.0 -- --
------------ ------------- ---------- ---------- ----------
Net income available to common stock before
cumulative effect of change in
accounting principle assuming full
dilution .............................. 367.5 437.1 495.6 180.3 615.0
Cumulative effect of change in accounting
principle ........................... (121.2) -- -- -- --
------------ ------------- ---------- ---------- ----------
Net income applicable to common stock
assuming full dilution .............. $ 246.3 $ 437.1 $ 495.6 $ 180.3 $ 615.0
------------ ------------- ---------- ---------- ----------
<PAGE>
Weighted average common shares outstanding .. 460.5 453.3 453.0 451.3 451.3
Add shares applicable to stock options
using average market price .......... 5.4 3.7 4.9 7.6 7.7
Add shares assumed issued for convertible
preferred stock where dilutive ...... -- 29.3 29.3 -- --
------------ ------------- ----------- ---------- --------
Weighted average common and common
equivalent shares assuming full
dilution ............................ 465.9 486.3 487.2 458.9 459.0
------------ ------------- ----------- ---------- --------
Diluted earnings per share:
Before cumulative effect of change in
accounting principle ................ $ 0.79 $ 0.90 $ 1.02 $ 0.39 $ 1.34
Cumulative effect of change in accounting
principle ........................... (0.26) -- -- -- --
------------ ------------- ----------- ---------- ---------
Diluted earnings per share ............... $ 0.53 $ 0.90 $ 1.02 $ 0.39 $ 1.34
------------ ------------- ----------- ---------- ---------
(1) 1996 includes non-recurring charges of $0.789 and $0.776 for basic and diluted
earnings per share, respectively.
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of ConAgra consists of 1,200,000,000 shares of
ConAgra Common Stock, par value $5.00 per share; 150,000 shares of ConAgra Class
B Preferred Stock, $50.00 par value; 250,000 shares of ConAgra Class C Preferred
Stock, $100.00 par value; 1,100,000 shares of ConAgra Class D Preferred Stock,
without par value; and 16,550,000 shares of ConAgra Class E Preferred Stock,
without par value.
Class B Preferred Stock, Class C Preferred Stock, Class D Preferred Stock
and Class E Preferred Stock are issuable in one or more series created by the
Board of Directors of ConAgra, which in creating any such series is given
authority to fix the voting rights, dividend rate, redemption provisions,
liquidation preferences and conversion provisions. On March 22, 1998 there were
outstanding 480,409,454 shares of ConAgra Common Stock. No shares of preferred
stock are currently issued and outstanding.
Dividends on ConAgra Capital Stock
ConAgra Common Stock Dividend Policy. ConAgra has paid cash dividends on
its ConAgra Common Stock each year since 1976. It is the present intention of
ConAgra to continue to pay quarterly cash dividends on ConAgra Common Stock and
that dividend payments, over time, will average in the range of 30 to 35 percent
of cash earnings. The payment of dividends and their amount will however, be
dependent upon ConAgra's earnings, financial position, cash requirements and
other relevant factors, including the satisfaction of preferred stock dividend
requirements.
Dividend Rights. The Board of Directors may declare and pay dividends on
ConAgra Common Stock out of surplus or net earnings. It is anticipated that any
issuance of preferred stock would contain provisions granting the shares so
issued a preference over the ConAgra Common Stock as to the payment of
dividends.
ConAgra Common Stock
Holders of outstanding ConAgra Common Stock are entitled to one vote for
each share. Upon liquidation, the holders of ConAgra Common Stock are entitled
to share ratably in assets available for distribution to stockholders after
satisfaction of any liquidation preferences of any outstanding preferred stock.
The issuance of any additional shares of series of preferred stock in future
financings, acquisitions or otherwise may result in dilution of voting power and
relative equity interest of the holders of shares of ConAgra Common Stock and
will subject the ConAgra Common Stock to the prior dividend and liquidation
rights of the outstanding shares of the series of preferred stock.
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<PAGE>
The shares of ConAgra Common Stock to be offered hereunder are fully paid
and non-assessable. The ConAgra Common Stock has no conversion rights nor are
there any redemption or sinking fund provisions with respect to such stock.
Holders of ConAgra Common Stock have no pre-emptive right to subscribe for or
purchase any additional stock or securities of ConAgra.
Voting Rights in Certain Cases
Article XIV of the ConAgra Certificate of Incorporation requires, with
certain exceptions, a 75% affirmative vote of ConAgra's stock to approve (i) a
merger or consolidation with, (ii) the issuance or transfer of securities of
ConAgra in exchange for assets, securities or cash to, or (iii) the sale of all
or a substantial part of the assets of ConAgra to another person, corporation or
other entity, that owns beneficially, directly or indirectly, 5% or more of
ConAgra's outstanding capital stock entitled to vote generally in the election
of directors. The 75% voting requirement does not apply if a majority of the
outstanding shares of all classes of capital stock of such other corporation
entitled to vote generally in the election of directors, considered as one
class, is owned of record or beneficially by ConAgra or its subsidiaries, the
transaction was approved by a majority of ConAgra's Board of Directors prior to
the time that the other entity became a beneficial owner of 5% or more of
ConAgra's outstanding shares, or if the transaction is approved by a
three-fourths vote of ConAgra's Board of Directors at any time prior to its
consummation.
Article XV of the ConAgra Certificate of Incorporation requires the
approval of 95% of ConAgra's stock entitled to vote in the election of
directors, voting as one class, for any business combination with any other
entity, if, as of the applicable record date, such other entity is the
beneficial owner directly or indirectly of 30% of the outstanding shares of
ConAgra stock entitled to vote. Such 95% voting requirement shall be
in-applicable if certain fair price, dividend, proxy, and other procedures
detailed in such Article XV have been observed by such other entity since it
acquired 30% control. Article XV cannot be amended, altered, changed or repealed
without a 95% vote of all stockholders of ConAgra entitled to vote in an
election of directors, considered as one class, unless such amendment,
alteration, change or repeal is recommended to the stockholders by a vote of 80%
of the directors who would be eligible to serve as "continuing directors" as
that term is defined in Article XV.
Article XVI of the ConAgra Certificate of Incorporation prescribes relevant
factors, including social and economic effects on employees, customers,
suppliers and other constituents of ConAgra, to be considered by the Board of
Directors when reviewing any proposal by another corporation to acquire or
combine with ConAgra.
Article XVII of the ConAgra Certificate of Incorporation requires that any
action required or permitted to be taken by ConAgra's stockholders must be
effected at a duly called annual or special meeting of the stockholders and may
not be effected by a consent in writing by such stockholders.
Article XVIII of the ConAgra Certificate of Incorporation provides in
general that any direct or indirect purchase by ConAgra or any subsidiary of
ConAgra of any of its Voting Stock (as defined in Article XVIII), or rights to
acquire Voting Stock, known to be beneficially owned by any person or group that
holds more than 3% of a class of its Voting Stock (an "Interested Stockholder")
and that has owned the securities being purchased for less than two years, must
be approved by the affirmative vote of at least a majority of the votes entitled
to be cast by the holders of the Voting Stock (excluding Voting Stock held by an
Interested Stockholder). Article XVIII is intended to prevent "greenmail", which
is a term used to describe the accumulation of a block of a corporation's stock
by a speculator and the subsequent
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<PAGE>
attempt by the speculator to coerce the corporation into repurchasing its
shares, typically at a substantial premium over the market price.
Article VII requires that the ConAgra Board of Directors consist of nine to
sixteen members divided into three classes of as nearly equal size as possible.
The terms of the directors are staggered such that the terms of approximately
one-third of the directors expire at each annual election of directors. The
provisions of Article VII may not be amended without (i) the affirmative vote of
80% of all outstanding voting stock or (ii) the affirmative vote of a majority
of outstanding voting stock and the affirmative vote of at least 75% of the
Board of Directors.
Article VII, Article XIV, Article XV, Article XVI, Article XVII and Article
XVIII may be deemed to have anti-takeover effects. Such provisions may
discourage or make more difficult an attempt by a stockholder or other entity to
acquire control of ConAgra. Also, it may be more difficult for a stockholder or
other entity to remove management. Furthermore, the provision for a classified
Board of Directors may make more difficult removal of directors, even when such
removal is considered desirable.
Rights Dividend
On July 12, 1996, the Board of Directors of ConAgra declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
ConAgra Common Stock for stockholders of record on July 24, 1996 (the Record
Date"). The one Right for each outstanding share of ConAgra Common Stock was
adjusted to one-half Right for each share effective October 1, 1997 as a result
of an adjustment made following a two-for-one stock split of the ConAgra Common
Stock.
The Rights will expire on July 12, 2006. The Rights are represented by the
ConAgra Common Stock certificates and are not exercisable or transferable apart
from the ConAgra Common Stock certificates except upon the occurrence of certain
events described below. Pursuant to the Rights Agreement, the exercise price and
the number of shares of Preferred Stock or other securities or other property
issuable are subject to adjustment in the event of stock splits, stock dividends
and certain other distributions and customary antidilution provisions. All
shares of ConAgra Common Stock issued between July 24, 1996 and the earlier of
(i) July 12, 2006, (ii) the date on which the Rights are redeemed, or (iii) a
date generally ten days after a Share Acquisition Date, will receive Rights.
Each Right entitles the registered holder to purchase from ConAgra one
one-thousandth of a share of Series A Junior Participating Class E Preferred
Stock, without par value, of ConAgra (the "Preferred Stock") at a price of $200
per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of July 12, 1996, as the same may be amended from
time to time (the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
The Rights become exercisable on the earlier to occur of (i) ten days
following announcement that a person or group (the "Acquiring Person") has
acquired 10% or more of the ConAgra Common Stock (the date of such announcement
being called the "Share Acquisition Date") or (ii) ten days following the
commencement of (or announcement of an intention to make) a tender offer for 15%
or more of the ConAgra Common Stock.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly
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<PAGE>
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 2000 times the dividend declared per share of ConAgra Common Stock.
In the event of liquidation, dissolution or winding up of the ConAgra, the
holders of the Preferred Stock will be entitled to a minimum preferential
payment of $100 per share (plus any accrued but unpaid dividends) but will be
entitled to an aggregate payment of 2000 times the payment made per share of
ConAgra Common Stock. Each share of Preferred Stock will have 2000 votes, voting
together with the ConAgra Common Stock. In the event of any merger,
consolidation or other transaction in which outstanding shares of ConAgra Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled
to receive 2000 times the amount received per share of ConAgra Common Stock.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of two shares of ConAgra Common Stock.
In the event that any person or group becomes an Acquiring Person, the
Rights Agreement provides that each holder of a Right (other than an Acquiring
Person) will thereafter have the right to receive, upon exercise, shares of
ConAgra Common Stock having a value of twice the exercise price of the Right.
In the event that (i) ConAgra engages in a merger or other business
combination transaction in which ConAgra is not the surviving company, or (ii)
50% or more of ConAgra's assets or earning power is sold, the Rights Agreement
provides that each holder of a Right shall thereafter have the right to receive,
upon exercise, shares of common stock of the acquiring company having a value of
twice the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
ConAgra Common Stock, the Board of Directors of ConAgra may exchange the Rights
(other than Rights owned by such Acquiring Person which will have become void),
in whole or in part, for shares of ConAgra Common Stock or Preferred Stock (or a
series of ConAgra's preferred stock having equivalent rights, preferences and
privileges).
At any time on or prior to the Share Acquisition Date, ConAgra may redeem
the Rights at a redemption price of $.01 per Right.
SELLING STOCKHOLDERS
The shares of ConAgra Common Stock beneficially owned by the following
ConAgra stockholders (the "Selling Stockholders") are in the amounts indicated
below. All such shares are being offered in this Prospectus.
Selling Stockholders Shares of ConAgra Common Stock
Wendell Hester Trust FBO
Jeffrey D. Hester 14,240
Wendy A. Hester 742,258
Holly J. Welsh 742,258
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<PAGE>
Rebecca D. Dixon 742,258
Jeffrey D. Hester 719,008
Jeffrey D. Hester Trust
FBO Brian Jeffrey Hester 5,521
Jeffrey D. Hester Trust
FBO Jason Gregory Hester 5,521
Jeffrey D. Hester Trust
FBO Allen Thomas Hester 5,521
Wendell Hester Trust
FBO Brian J. Hester 139,500
Wendell Hester Trust
FBO Jason G. Hester 139,500
Wendell Hester Trust
FBO Allen T. Hester 139,500
Wendell Hester Trust FBO
Philip Alan Welsh 139,500
Wendell Hester Trust FBO
Karen Anne Welsh 139,500
The above Selling Stockholders acquired their shares of ConAgra Common
Stock pursuant to an Agreement and Plan of Merger dated November 24, 1997,
pursuant to which Hester Industries, Inc. ("Hester") became a wholly-owned
subsidiary of ConAgra.
Selling Stockholders Shares of ConAgra Common Stock
Mark D. Dellafera 34,738
Debra J. Dellafera 11,580
Mark Dellafera and Debra Dellafera acquired their shares of ConAgra Common
Stock pursuant to an Agreement and Plan of Merger dated January 10, 1997
pursuant to which Creative Seasonings, Inc. became a wholly-owned subsidiary of
ConAgra.
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<PAGE>
Selling Stockholders Shares of ConAgra Common Stock
H. Gene Rygmyr 88,646
H. Gene Rygmyr acquired his shares of ConAgra Common Stock pursuant to an
Agreement and Plan of Merger dated October 31, 1997 pursuant to which Rygmyr
Foods, Inc. became a wholly-owned subsidiary of ConAgra.
Selling Stockholders Shares of ConAgra Common Stock
Layne & Myers Grain Company, Inc. 134,554
Layne & Myers Grain Company, Inc. acquired its shares of ConAgra Common
Stock pursuant to an Asset Purchase Agreement dated April 30, 1997 pursuant to
which certain assets of the company were sold to ConAgra.
Selling Stockholders Shares of ConAgra Common Stock
Lawrence Zoll 837,000
Steven Zoll 346,000
Marcy Zoll 67,000
The above Selling Stockholders acquired their shares of ConAgra Common
Stock pursuant to an Agreement and Plan of Merger dated January 14, 1998
pursuant to which Zoll Foods Corporation became a wholly-owned subsidiary of
ConAgra.
Selling Stockholders Shares of ConAgra Common Stock
Michael Gilardi 3,352,687
Daniel Gilardi 34,967
Matthew Gilardi, Sr. 34,967
Matthew Gilardi, Jr. 34,967
Pamela Gilardi 307,412
The above Selling Stockholders acquired their shares of ConAgra Common
Stock pursuant to an Agreement and Plan of Merger dated February 17, 1998
pursuant to which A. M. Gilardi & Sons, Inc. and International Pizza Company
became wholly-owned subsidiaries of ConAgra. Such Selling Stockholders have
agreed not to transfer any of their shares of ConAgra Common Stock until such
time as financial results covering 30 days of post-merger combined operations of
A. M. Gilardi & Sons and
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<PAGE>
International Pizza Company and ConAgra are published. The publication of such
post-merger combined operations results is anticipated to occur during late July
1998 with ConAgra's earnings release for the fiscal year ended May 24, 1998.
<PAGE>
PLAN OF DISTRIBUTION
The ConAgra Common Stock offered in this Prospectus may be offered from
time to time on the New York Stock Exchange, on other exchanges on which the
ConAgra Common Stock may be listed, in the over-the-counter market or in other
ways not involving market-makers or established trading markets, including
direct sales to purchasers or sales effected through agents, at prices and at
terms then prevailing, at prices related to the then current market price or in
negotiated transactions. The shares may be sold by one or more of the following:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) an exchange distribution in accordance with the rules of such
exchange; (d) ordinary brokerage transactions and transactions in which the
broker or dealer solicits purchasers; and (e) by bona fide pledgees of shares
pursuant to loan and pledge agreements with the Selling Stockholder. Brokers or
dealers will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated by the Selling Stockholders.
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 25, 1997 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.
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<PAGE>
LEGAL MATTERS
The validity of the issuance of the shares of ConAgra Common Stock offered
hereby has been passed upon for ConAgra by McGrath, North, Mullin & Kratz, P.C.,
Omaha, Nebraska 68102.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. Our common stock is listed on the
New York Stock Exchange and information is available on us at that location.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934. This prospectus is part of a registration statement we
filed with the SEC.
o Annual Report on Form 10-K for the year ended May 25, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended
August 24, 1997, November 23, 1997 and February 22, 1998;
o Current Reports on Form 8-K dated October 1, 1997 and
February 13, 1998; and
o Amendment to the Company's Registration Statement on Form 8-A
filed on October 1, 1997;
o The description of the ConAgra Common Stock and related
preferred share purchase rights contained in ConAgra's
registration statements filed pursuant to the Securities
Exchange Act of 1934, and any amendment or report filed for
the purposes of updating such descriptions.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Attention: Investor Relations Department)
(402) 595-4157
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. Our common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
10
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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 $ 74,341
Printing Expenses* $ 2,000
Accounting Fees and Expenses* $ 10,000
Legal Fees and Expenses* $ 15,000
Miscellaneous Expenses* $ 659
---------
TOTAL $ 102,000*
- ----------------------
*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.
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.
II-1
<PAGE>
ITEM 16. LIST OF EXHIBITS.
Exhibit
Number Description
4.1 ConAgra's Certificate of Incorporation, as amended, incorporated herein
by reference to ConAgra's annual report on Form 10-K for the fiscal year
ended May 26, 1996.
4.2 ConAgra's By-Laws, as amended, incorporated herein by reference to
ConAgra's Current Report on Form 8-K dated July 12 1996.
4.3 Rights Agreement dated July 12, 1996, incorporated hereby by reference to
ConAgra's Current Report on Form 8-K dated July 12, 1996.
4.4 Form of Common Stock Certificate incorporated by reference to Exhibit 4.4
of ConAgra's Registration Statement on Form S-3 (33-63081).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.*
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche
24 Powers of Attorney.*
____________
*Previously filed.
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.
(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.
II-2
<PAGE>
(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 in the 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.
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<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 this Amendment to
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 4th day of June, 1998.
CONAGRA, INC.
/s/ Bruce C. Rohde
By: ____________________________
Bruce C. Rohde
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on the 4th day of June, 1998.
Signature Title
/s/ Bruce C. Rohde
______________________________________ President, Chief Executive Officer
Bruce C. Rohde and Director
/s/ James P. O'Donnell
______________________________________ Executive Vice President
James P. O'Donnell and Chief Financial Officer
(Principal Financial Officer)
/s/ Kenneth W. DiFonzo
______________________________________ Senior Vice President, Controller
Kenneth W. DiFonzo (Principal Accounting Officer)
Philip B. Fletcher* Director
C. M. Harper* Director
Robert A. Krane* Director
Mogens Bay* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Jane J. Thompson* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* Bruce C. Rohde, by signing his name hereto, signs this Amendment to the
Registration Statement on behalf of each of the persons indicated. A
Power-of-Attorney authorizing Bruce C. Rohde to sign this Registration
Statement on behalf of each of the indicated Directors of ConAgra, Inc. was
previously filed hereto as Exhibit 24.
/s/ Bruce C. Rohde
By: ____________________________
Bruce C. Rohde
Attorney-In-Fact
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<PAGE>
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 ConAgra's Certificate of Incorporation, as amended, incorporated herein by
reference to ConAgra's annual report on Form 10-K for the fiscal year
ended May 26, 1996.
4.2 ConAgra's By-Laws, as amended, incorporated herein by reference to
ConAgra's Current Report on Form 8-K dated July 12 1996.
4.3 Rights Agreement dated July 12, 1996, incorporated hereby by reference to
ConAgra's Current Report on Form 8-K dated July 12, 1996.
4.4 Form of Common Stock Certificate incorporated by reference to Exhibit 4.4
of ConAgra's Registration Statement on Form S-3 (33-63081).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.*
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1)
23.3 Consent of Deloitte & Touche
24 Powers of Attorney.*
____________
*Previously Filed.
<PAGE>
Exhibit 23.3
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 11, 1997 (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 25, 1997 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
June 3, 1998
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