As filed with the Securities and Exchange Commission on September 29, 1998.
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 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. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price per Aggregate Offering Registration
to be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (2).. 1,310,370 $28.25 $37,017,953 $10,921
(1) Estimated for the purpose of calculating the registration fee pursuant to Rule 457 on the basis of the price of ConAgra's
Common Stock on the NYSE
Composite Tape on September 23, 1998.
(2) This Registration Statement also applies to preferred share purchase rights which are attached to and trade with each share of
Common Stock.
</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
1,310,370 Shares of
CONAGRA, INC.
Common Stock
($5.00 Par Value)
----------------------
All 1,310,370 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 a certain business acquisition
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.
----------------
These 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 and specialty
food ingredient manufacturing and marketing. 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, Blue Bonnet, Fleischmann's, 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, Parkay, Peter Pan, Slim Jim, 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, Gilroy
Foods, GoodMark Foods and Nabisco's margarine and egg substitute businesses.
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.
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 August 28, 1998 there were
outstanding 519,448,104 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
Duane R. Roberts 1,146,574
Robert W. Klemme 98,278
Gary D. Roberts 65,518
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The Selling Stockholders acquired their shares of ConAgra Common Stock
pursuant to an Agreement and Plan of Merger dated July 31, 1998, pursuant to
which Fernando's Foods Corporation ("Fernando's") became a wholly-owned
subsidiary of ConAgra. Such Selling Stockholders have agree 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 Fernando's and ConAgra
are published. The publication of such post-merger combined operations results
is anticipated to occur during early October 1998 with ConAgra's earnings
release for the quarter ending August 30, 1998.
PLAN OF DISTRIBUTION
ConAgra is registering the shares of ConAgra Common Stock on behalf of
the Selling Stockholders. As used herein, "Selling Stockholders" includes donees
and pledgees selling shares received from a named Selling Stockholder after the
date of this prospectus. All costs, expenses and fees in connection with the
registration of the shares of ConAgra Common Stock offered hereby will be borne
by ConAgra. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares of ConAgra Common Stock will be borne by the
Selling Stockholders. Sales of shares of ConAgra Common Stock may be effected by
Selling Stockholders from time to time in one or more types of transactions
(which may include block transactions) on the NYSE, in the over-the-counter
market, in negotiated transactions, through put or call options transactions
relating to the shares of ConAgra Common Stock, through short sales of shares of
ConAgra Common Stock, or a combination of such methods of sale, at market
prices, prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers.
The Selling Stockholders may effect such transactions by selling shares
of ConAgra Common Stock directly to purchasers or to or through broker-dealers,
which may act as agents or principals. Such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Stockholders and/or the purchasers of shares of ConAgra Common Stock for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
ConAgra has agreed to indemnify each Selling Stockholder against
certain liabilities, including liabilities arising under the Securities Act. The
Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares of ConAgra
Common Stock against certain liabilities, including liabilities arising under
the Securities Act.
Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to the prospectus delivery requirements of the Securities Act,
which includes delivery through the facilities of the NYSE pursuant to Rule 153
under the Securities Act. Selling Stockholders also may resell all or a portion
of the shares of ConAgra Common Stock in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of such Rule.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this Prospectus by reference from ConAgra's current report on
Form 8-K dated September 29, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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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 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 31, 1998 with
Items 7 and 8 therein and Schedule II and Exhibit 11 thereto as
restated in Current Report on Form 8-K dated September 29, 1998;
o Current Report on Form 8-K dated September 29, 1998; and
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
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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.
9
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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:
<TABLE>
Item Amount
<S> <C>
Registration Fee $ 10,921
Printing Expenses* $ 2,000
Accounting Fees and Expenses* $ 10,000
Legal Fees and Expenses* $ 15,000
Miscellaneous Expenses* $ 1,079
---------
TOTAL $ 39,000*
- ----------------------
</TABLE>
*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
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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 quarterly report on Form 10-Q for the quarter ended August
24, 1997.
4.3 Rights Agreement dated July 12, 1996, incorporated herein by reference
to ConAgra's Current Report on Form 8-K dated July 12, 1996.
4.4 Certificate of Adjustment dated October 1, 1997 to Rights Agreement,
incorporated by reference to ConAgra's quarterly report on Form 10-Q
for the quarter ended August 24, 1997.
4.5 Amendment to Rights Agreement dated as of July 10, 1998 incorporated
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1998.
4.6 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)
23.2 Consent of Deloitte & Touche
24 Powers of Attorney.
- -------------
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.
II-2
<PAGE>
(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 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.
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 29th day of September, 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 29th day of September, 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
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Jane J. Thompson* 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
II-4
<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 quarterly report on Form 10-Q for the quarter ended August
24, 1997.
4.3 Rights Agreement dated July 12, 1996, incorporated herein by
reference to ConAgra's Current Report on Form 8-K dated July 12,
1996.
4.4 Certificate of Adjustment dated October 1, 1997 to Rights Agreement,
incorporated by reference to ConAgra's quarterly report on Form 10-Q
for the quarter ended August 24, 1997.
4.5 Amendment to Rights Agreement dated as of July 10, 1998 incorporated
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1998.
4.6 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)
23.2 Consent of Deloitte & Touche
24 Powers of Attorney.
- ------------
II-5
<PAGE>
Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska 68102
(402) 341-3070
September 28, 1998
ConAgra, Inc.
Corporate Headquarters
One ConAgra Drive
Omaha, Nebraska 68102-5001
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 1,310,370 shares of Common Stock, five dollars ($5.00) par value of
ConAgra (the "Common Stock"), we have examined such corporate records and other
documents, including the registration statement on Form S-3 to be filed with the
Securities and Exchange Commission relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
for this opinion.
Based on such examination, we advise you that in our opinion:
1. ConAgra is a corporation duly organized and existing under the laws of
the State of Delaware.
2. All necessary corporate action on the part of ConAgra has been taken
to authorize the registration of the Common Stock by ConAgra, and when sold as
contemplated in the Registration Statement, such shares will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ Guy Lawson
By: Guy Lawson
For the Firm
<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 report dated July 10, 1998
(September 24, 1998 as to Note 2), appearing in Current Report on Form 8-K of
ConAgra, Inc. 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
September 24, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/s/ Philip B. Fletcher
-----------------------
Philip B. Fletcher
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.
constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 her
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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/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 Bruce C. Rohde and James P. O'Donnell 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 1,400,000 shares of
common stock 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 24th day of September, 1998.
/s/ Clayton K. Yeutter
-----------------------
Clayton K. Yeutter
<PAGE>
