As Filed with the Securities and Exchange
Commission on May 7, 1999.
Registration No. 333-
===============================================================================
United States
Securities and Exchange Commission
Washington, D.C. 20549
-------------------
FORM S-8
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.)
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of Principal Executive Offices) (Zip Code)
--------------------------
PLAN FOR ASSUMPTION OF GOODMARK OPTIONS
(Full Title of the Plan)
--------------------------
James P. O'Donnell, Executive Vice President and
Chief Financial Officer and Corporate Secretary
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Name and Address of Agent for Service)
402-595-4000
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================================================
<S> <C> <C> <C> <C>
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per aggregate offering registration
unit (1) price(1) fee
- -------------------------------------------------------------------------------------------------------------------------------
Common
Stock 500,000 $ 25.06 $ 12,530,000 $3,483
</TABLE>
1. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices as reported on the New York Stock Exchange Composite
Transactions List on May 6, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the Plan as required by
Securities Act Rule 428(b). Such documents are not being filed with the
Commission as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
On July 31, 1998, ConAgra, Inc. ("ConAgra") acquired GoodMark Foods,
Inc. ("GoodMark") and assumed certain options previously granted by GoodMark.
The assumed options are exercisable for ConAgra common stock. This registration
statement covers the shares of ConAgra common stock issuable upon such option
exercises.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
ConAgra, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission:
(a) 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;
(b) Quarterly Reports on Form 10-Q for the quarters ended August
30, 1998, November 29, 1998 and February 28, 1999; and
(c) The description of the Company's common stock contained in
Registration Statements on Form 8-A filed under the Exchange
Act, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company and the Plans pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Pursuant to Article V of the Certificate of Incorporation of the
Company, the Company 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 indemnify and reimburse pursuant thereto. No director shall
be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, a director shall continue to be liable
for (i) any breach of a director's duty of loyalty to the Company 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 the Company provide for indemnification of Company
officers and directors against all expenses, liability or losses reasonably
incurred or suffered by them to the extent legally permissible under the
Delaware General Corporation Law where any such person was, is, or 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 he was
serving the Company in such capacity. Generally, under Delaware law,
indemnification will only be available where an officer or director can
establish that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company.
The Company also maintains a director and officer insurance policy
which insures the Company, its subsidiaries and their elected officers and
directors against damages, judgments, settlements and costs incurred by reason
of wrongful acts committed by such persons in their capacities as officers and
directors.
-3-
<PAGE>
Item 8. Exhibits
4.1 - ConAgra's Certificate of Incorporation, as amended,
incorporated by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 26, 1996.
4.2 - ConAgra's Bylaws, as amended, incorporated 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 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 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 ConAgra's Registration Statement on Form S-3
(33-63081).
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - Plan for Assumption of GoodMark Options
23.1 - Consent of Deloitte & Touche
23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included
as part of Exhibit 5)
24 - Powers of Attorney for Directors of the Company
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement;
(iii) 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;
-4-
<PAGE>
provided, however that paragraph (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by the paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered thereon,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) 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.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities 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 certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, and the State of Nebraska, on this 7th day of
May, 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 on the 7th day of May, 1999 by the
following persons in the capacities indicated.
Signature Title
/s/ Bruce C. Rohde
_________________________ President, Chief Executive
Bruce C. Rohde Officer and Director
/s/ James P. O'Donnell
_________________________ Executive Vice President,
James P. O'Donnell Chief Financial Officer and Corporate Secretary
(Principal Financial Officer)
/s/ Jay Bolding
_________________________ Vice President,
Jay Bolding Corporate Controller
(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
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* This Registration Statement has been signed by the undersigned as
attorney-in-fact on behalf of each person so indicated pursuant to a
power of attorney duly executed by each such person.
/s/ Bruce C. Rohde
_________________________
Bruce C. Rohde
Attorney-in-Fact
<PAGE>
Index to Exhibits
Exhibit No. Exhibit
4.1 - ConAgra's Certificate of Incorporation, as amended,
incorporated by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 26, 1996.
4.2 - ConAgra's Bylaws, as amended, incorporated 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 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 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 ConAgra's Registration Statement on Form S-3
(33-63081).
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - Plan for Assumption of GoodMark Options
23.1 - Consent of Deloitte & Touche
23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included
as part of Exhibit 5)
24 - Powers of Attorney for Directors of the Company
<PAGE>
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska
402-341-3070
May 7, 1999
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 500,000 shares of common stock (the "Common Stock"), $5.00 par
value, of ConAgra, Inc., a Delaware corporation (the "Company"), authorized for
issuance pursuant to the Plan for Assumption of Goodmark Options (the "Plan"),
we have examined such corporate records and other documents, including the
registration statement on Form S-8 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. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. Upon the issuance of shares in accordance with the Plan, all necessary
corporate action on the part of the Company will have been taken to authorize
the issuance of up to 500,000 shares of Common Stock by the Company, and when
issued as contemplated in the Registration Statement and related documents, 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/ David L. Hefflinger
David L. Hefflinger
Exhibit 10.1
ASSUMED GOODMARK OPTION PLAN
Notice to Optionee:
You have been the holder of options to purchase shares of GoodMark Foods, Inc.
Common Stock. Pursuant to the terms of the merger agreement consummated July 31,
1998, ConAgra, Inc. has assumed all obligations under those option agreements.
Appropriate adjustments were made in the number of shares and the exercise price
based on the 1.08108 conversion rate of GoodMark to ConAgra shares in the merger
agreement.
The number of options was adjusted by multiplying the number of GoodMark options
by the 1.08108 conversion rate (rounded to the nearest whole share). The option
price(s) were adjusted by dividing the GoodMark option price(s) by the 1.08108
conversion rate. For example, a GoodMark Stock Option to purchase 100 shares at
an option price of $10.00 per share would be converted to 108 shares at an
option price of $9.25 per share.
The vesting schedule(s), expiration date(s) and other terms of your option
agreement(s) remain unchanged. For tax purposes, the status of your option(s)
has not changed.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of ConAgra, Inc. on Form S-8 of our report dated July 10, 1998
(September 24, 1998 as to Note 2), appearing in the Current Report on Form 8-K
of ConAgra, Inc.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 7, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Philip B. Fletcher
______________________
Philip B. Fletcher
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ C. M. Harper
______________________
C. M. Harper
<PAGE>>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Robert A. Krane
______________________
Robert A. Krane
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Mogens Bay
______________________
Mogens Bay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Carl E. Reichardt
______________________
Carl E. Reichardt
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Ronald W. Roskens
______________________
Ronald W. Roskens
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as her true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for her and in her name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Marjorie M. Scardino
______________________
Marjorie M. Scardino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Walter Scott, Jr.
______________________
Walter Scott, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Kenneth E. Stinson
______________________
Kenneth E. Stinson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Thomas R. Williams
______________________
Thomas R. Williams
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc.,
a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde
and James P. O'Donnell, or either of them, as his true and lawful
attorney-in-fact and agent, each having full power to act, together or each
without the other, for him and in his name, place and stead in any and all
capacities, to do any and all acts and things and execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of shares of common stock of this Corporation, which may be offered for sale
or sold under the Plan for Assumption of GoodMark Options including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of ConAgra, Inc. and the name of the undersigned
Director to the one or more registration statements, any amendments thereto, and
to any instruments and documents filed as part of or in connection with said
registration statements or amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this power of
attorney this 6th day of May, 1999.
/s/ Clayton K. Yeutter
______________________
Clayton K. Yeutter
