As filed with the Securities and Exchange Commission on September 28, 1999.
Registration Statement No. 333-________
================================================================================
UNITED STATES
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 of (I.R.S. Employer
incorporation or organization) One ConAgra Drive Identification No.)
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 only 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 to be 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
Title of each class of Proposed maximum offering Proposed maximum aggregate
securities to be Amount to be price per offering Amount of
registered registered unit (1) price (1) registration fee
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
Common Stock (2)
($5.00 par value) 4,016,662 $23.16 $93,025,829 $25,861
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
(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 New
York Stock Exchange Composite Tape on September 24, 1999.
(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
4,016,662 Shares of
CONAGRA, INC.
Common Stock
($5.00 Par Value)
----------------------
The selling stockholders of ConAgra, Inc. listed on page 7 may offer or sell up
4,016,662 shares of common stock from time to time. The selling stockholders
acquired their shares of common stock in connection with certain business
acquisitions. See "Selling Stockholders."
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".
We will not receive any of the proceeds of any sale of the shares of common
stock. We will pay for all expenses relating to the distribution of shares of
common stock except that the selling stockholders will pay their own
underwriting discounts and selling commissions.
Our common stock is listed on the New York Stock Exchange under the symbol
"CAG". On ____________, 1999, the last reported sales price of our common stock
on the New York Stock Exchange was $_________ per share.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------
____________, 1999
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information ....................................... 1
Incorporation of Certain Documents by Reference ........................... 1
Certain Forward Looking Statements ........................................ 2
The Company ............................................................... 2
Description of Capital Stock .............................................. 3
Selling Stockholders ...................................................... 7
Plan of Distribution ...................................................... 8
Experts .................................................................. 9
Legal Matters ............................................................. 9
You should rely only on the information contained in this prospectus and in the
material we file with the Securities and Exchange Commission (the "SEC"). We
have not authorized anyone to provide you with any other information that is
different. We are offering to sell, and seeking offers to buy, the securities
described in this prospectus only where offers and sales are permitted. The
information contained in this prospectus and our filings with the SEC is
accurate only as of its date, regardless of the time of delivery of this
prospectus or of any sale of the securities.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on Form S-3
with the SEC. The registration statement contains exhibits and other information
that are not contained in this prospectus. Our descriptions in this prospectus
of the provisions of documents filed as an exhibit to the registration statement
or otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the contents of the documents, you
should obtain the documents yourself by following the procedures described
below.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings, including the registration statement
that contains this prospectus, are available to the public over the Internet at
the SEC's web at http://www.sec.gov. You may also read and copy any document we
file with the SEC at its public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Our SEC filings
are also available at the office of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we file with
the SEC, which means that we can disclose important information to you by
referring you directly to those documents . The information incorporated by
reference is considered part of this prospectus and information that we file
subsequently with the SEC will automatically update and supersede information
contained in this prospectus. We incorporate by reference the documents listed
below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
* Annual Report on Form 10-K for the fiscal year ended May 30, 1999
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Investor Relations Department
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4157
<PAGE>
CERTAIN FORWARD LOOKING STATEMENTS
This 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, our 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
We are a diversified international food company operating across the food chain
in three industry segments: Packaged Foods, Refrigerated Foods, and Agricultural
Products.
In the Packaged Foods segment, we produce shelf-stable foods, frozen foods and
dairy case products for retail and foodservice markets. Shelf-stable products
include tomato products, cooking oils, popcorn, soup, puddings, meat snacks,
canned beans, cocoa mixes, peanut butter and ethnic products. Frozen foods
include dinners, entrees, potato products, snacks, and seafood. Dairy case
products include tablespreads, cheeses, egg alternatives and dessert toppings.
Packaged Foods brands include Act II, Banquet, Blue Bonnet, County Line,
Fleischmann's, Healthy Choice, Hunt's, La Choy, Marie Callender's, Orville
Redenbacher's, Parkay, Peter Pan, Reddi-wip, Slim Jim, Snack Pack, Swiss Miss,
Van Camp's and Wesson.
In the Refrigerated Foods segment, we produce and market branded processed meats
and deli meats, fresh meat, poultry products for retail, foodservice and export
markets. Our processed meat products include hot dogs, bacon, ham, sausages,
cold cuts, turkey products and kosher products. Our fresh meat products include
beef, pork and lamb. Our poultry businesses include chicken and turkey products.
Refrigerated Foods brands include Armour, Butterball, Cook's Country Pride,
Decker, Eckrich, Healthy Choice, Hebrew National and Swift Premium. We own
Australia Meat Holdings Pty Ltd., a major Australian beef processor and
exporter.
In the Agricultural Products segment, our major crop inputs business distributes
crop protection chemicals, fertilizers and seeds at wholesale and retail levels.
In the ingredients sector, we primarily process, distribute and trade
ingredients for food products and meat and poultry production. Our ingredient
processing businesses include flour, oat and dry corn milling, barley malting,
and specialty food ingredient manufacturing and marketing. We internationally
trade grain, dry edible beans and peas, fertilizer and other commodities. We
have Agricultural Products operations in Canada, Australia, Europe, Asia and
Latin America, as well as in the U.S.
Acquisitions have contributed substantially to our 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, 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
<PAGE>
Foods, Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean and Wolf
Brand chili businesses, Canada Malting Company, Gilroy Foods, GoodMark Foods and
Nabisco's margarine and egg alternative businesses. We anticipate that we will
continue to grow internally and through acquisitions.
We are a Delaware corporation with executive offices located at One ConAgra
Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000.
DESCRIPTION OF CAPITAL STOCK
General
Our authorized capital stock 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 our board
of directors, 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 29, 1999 there were 492,337,882 shares of
ConAgra common stock outstanding. No shares of preferred stock are currently
issued and outstanding.
Dividends on ConAgra Capital Stock
ConAgra Common Stock Dividend Policy. We have paid cash dividends on our common
stock each year since 1976. Our present intentions are to continue to pay
quarterly cash dividends on our common stock and such 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 our
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 common stock as to the payment of dividends.
ConAgra Common Stock
The holders of ConAgra common stock are entitled to one vote for each share.
Upon liquidation, such 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.
<PAGE>
The shares of ConAgra common stock to be offered hereunder are fully paid and
non-assessable. 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
<PAGE>
is a term used to describe the accumulation of a block of a corporation's stock
by a speculator and the subsequent 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 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.
<PAGE>
Shares of Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of the Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly 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 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.
<PAGE>
SELLING STOCKHOLDERS
The shares of ConAgra common stock are owned by the selling stockholders in the
amounts indicated below. All such shares are being offered in this prospectus.
Selling Stockholders Shares of ConAgra Common Stock
Wiviott Family Trust
dated May 8, 1992 1,635,911
Gregory J. Wiviott Trust
dated June 10, 1996 785,878
Jay L. and Teresa M. Wiviott
Family Trust dated May 24, 1995 785,878
Compton Investors, LLC 59,000
We acquired Choice One Foods in July 1999 and issued an aggregate of 3,266,667
shares of ConAgra common stock to the above stockholders.
Selling Stockholders Shares of ConAgra Common Stock
William Morris 421,448
John Kimber 1,684
David Booker 842
Clark Whitman 3,790
Edward Buchanan 23,161
Gregory Gupton 8,001
Douglas Jackson 4,632
Robert T. Hayes 15,581
Wanda H. Parker 8,001
Allen R. Padgett 40,005
Robert M. Webb, Trustee for the
benefit of Shannon Ruth Morris 44,570
Robert M. Webb, Trustee for the
benefit of Sarah Ann Morris 44,570
Robert M. Webb, Trustee for the
benefit of Rachael Irene Morris 44,570
Robert M. Webb, Trustee for the
benefit of Catherine Suzanne Morris 44,570
Robert M. Webb, Trustee for the
benefit of William Flaude Morris, IV 44,570
We acquired Holly Ridge Foods, Inc . in May 1999 and issued an aggregate of
749,995 shares of ConAgra common stock to the above stockholders.
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may offer the common stock from time to time:
* in one or more types of transactions (which may include block transactions) on
the New York Stock Exchange;
* 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.
Sales may be made at market prices, prevailing at the time of sale, or at
negotiated prices. The selling stockholders may sell shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. The shares may also be sold by pledgees, donees, transferees or
other successors in interest of a selling stockholder.
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 of 1933. 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 of 1933.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act of
1933, which includes delivery through the facilities of the New York Stock
Exchange pursuant to Rule 153 under the Securities Act of 1933. 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 of 1933, provided they meet the criteria and conform to the requirements of
such rule.
<PAGE>
EXPERTS
The financial statements and related financial statement schedule incorporated
in this prospectus by reference from ConAgra's annual report on Form 10-K for
the fiscal year ended May 30, 1999, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are 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.
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.
<PAGE>
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 $25,861
Printing Expenses* $ 2,000
Accounting Fees and Expenses* $10,000
Legal Fees and Expenses* $15,000
Miscellaneous Expenses* $ 2,139
TOTAL $55,000
- ---------------
*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 of 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.
<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 quarterly report on Form 10-Q for the quarter ended February
28, 1999.
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 31, 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 LLP.
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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised 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.
<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 28th day of September, 1999.
CONAGRA, INC.
/s/ Bruce C. Rohde
---------------------------------
Bruce C. Rohde
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this registration
statement has been signed below by the following persons in the capacities
indicated on the 28th day of September, 1999.
Signature Title
/s/ Bruce C. Rohde President, Chief Executive Officer
- ---------------------------------
Bruce C. Rohde and Director
/s/ James P. O'Donnell Executive Vice President, Chief
- --------------------------------- Financial Officer and Corporate
James P. O'Donnell Secretary (Principal Financial
Officer)
/s/ Jay D. Bolding Vice President and Controller
- ---------------------------------
Jay D. Bolding (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
Clayton K. Yeutter* Director
* Bruce C. Rohde, by signing his name hereto, signs this 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. is filed hereto as Exhibit
24.
By: /s/ Bruce C. Rohde
---------------------------------
Bruce C. Rohde
Attorney-In-Fact
<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
February 28, 1999.
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 31, 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 LLP.
24 Powers of Attorney.
- ------------
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, 1999
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 4,016,662 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.
By: /s/ Guy Lawson
---------------------------------
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ConAgra, Inc. on Form S-3 of our reports dated July 9, 1999, appearing in and
incorporated by reference in the Annual Report on Form 10-K of ConAgra, Inc. for
the fiscal year ended May 30, 1999, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
September 24, 1999
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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/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 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 4,100,000 shares of
common stock of ConAgra, Inc., par value $5.00 per share, 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 23rd day of September, 1999.
/s/ Clayton K. Yeutter
---------------------------------------
Clayton K. Yeutter
