As filed with the Securities and Exchange Commission on January 13, 1999.
Registration Statement No. 333-68715
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ConAgra, Inc.
(Exact name of registrant as specified in its charter)
One ConAgra Drive
Omaha, Nebraska 68102-5001
Delaware (402) 595-4000 47-0248710
(State or other jurisdic- (Address, including zip code, (I.R.S. Employer
tion of incorporation or and telephone number, including Identification No.)
organization) area code, of registrant's
principal executive offices)
James P. O'Donnell
Executive Vice President, Chief Financial Officer and Corporate Secretary
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)
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Copies to:
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
Suite 1400, One Central Park Plaza
Omaha, Nebraska 68102
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Approximate date of commencement of proposed sale to the public: From time
to time 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. [_]
The registrant hereby amends this registration statement on the dates as
necessary to delay its effective date until the registrant files a further
amendment which specifically states that this registration statement will be
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement becomes effective on such date as the Commission,
acting pursuant to Section 8(a), may determine.
<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:
<TABLE>
Item Amount
<S> <C>
Registration Fee $ 480,928**
Printing Expenses* $ 35,000
Accounting Fees and Expenses* $ 25,000
Legal Fees and Expenses* $ 50,000
Trustee Fees* $ 6,000
Rating Agency $ 75,000
Miscellaneous Expenses* $ 3,072
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TOTAL $ 675,000*
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</TABLE>
*Estimated
**This fee has previously been paid by ConAgra.
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 they
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.
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<PAGE>
ITEM 16. LIST OF EXHIBITS.
Exhibit
Number Description
1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1
of ConAgra's Registration Statement on Form S-3 (33-55626).
4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase
Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of
ConAgra's Registration Statement on Form S-3 (33-36967).
4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's
Registration Statement on Form S-3 (33-55626).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
12.1 Statement Regarding Computation of Earnings to Fixed Charges
incorporated by reference to Exhibit 12 of ConAgra's Annual Report on
Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of
ConAgra's Quarterly Report on Form 10-Q for the quarter ended August
30, 1998.
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche.*
24 Powers of Attorney.*
25 Form T-1 Statement of Eligibility.*
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*Previously filed
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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<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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
ConAgra, Inc., a Delaware corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing Form S-3 and has
duly caused this Amendment to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Omaha, State of
Nebraska, on the 13th day of January, 1999.
CONAGRA, INC.
/s/ Bruce Rohde
By:____________________________________
Bruce Rohde
Chairman, Chief Executive Officer
President
Pursuant to the requirements of the Securities Act of 1933 this Amendment
to Registration Statement has been signed below by the following persons in the
capacities indicated on the 13th day of January, 1999.
Signature Title
/s/ Bruce Rohde
_______________________________ Chairman, Chief Executive Officer, President
Bruce Rohde and Director
/s/ James P. O'Donnell
_____________________________ Executive Vice President
James P. O'Donnell Chief Financial Officer and Corporate
Secretary
(Principal Financial Officer)
/s/ Kenneth W. DiFonzo
_____________________________ Senior Vice President and Corporate 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 Rohde, by signing his name hereto, signs this Amendment to Registration
Statement on behalf of each of the persons indicated. A Power-of-Attorney
authorizing Bruce Rohde to sign this Amendment to Registration Statement on
behalf of each of the indicated Directors of ConAgra, Inc. was previously filed
hereto as Exhibit 24.
/s/ Bruce Rohde
By:________________________________________
Bruce Rohde
Attorney-In-Fact
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<PAGE>
INDEX OF EXHIBITS
<TABLE>
EXHIBIT
NUMBER DESCRIPTION PAGE
<S> <C>
1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1
of ConAgra's Registration Statement on Form S-3 (33-55626).
4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase
Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of
ConAgra's Registration Statement on Form S-3 (33-36967).
4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's
Registration Statement on Form S-3 (33-55626).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
12.1 Statement Regarding Computation of Earnings to Fixed Charges
incorporated by reference to Exhibit 12 of ConAgra's Annual Report on
Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of
ConAgra's Quarterly Report on Form 10-Q for the quarter ended August
30, 1998.
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit
5.1).
23.2 Consent of Deloitte & Touche.*
24 Powers of Attorney.*
25 Form T-1 Statement of Eligibility.*
</TABLE>
____________
*Previously filed
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<PAGE>
Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South 15th Street
Omaha, Nebraska 68102
(402) 341-3070
January 13, 1999
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Ladies and Gentlemen:
ConAgra, Inc. (the "Company") proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-3 (the "Registration Statement") covering up to
$1,665,000,000 of debt securities of the Company (the "Debt Securities" ) which
are to be issued in one or more series from time to time under an indenture (the
"Indenture"), the form of which appears as an exhibit to the Registration
Statement. In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered relevant
to the opinions set forth below, and have made such investigation of matters of
law and fact as we have considered appropriate.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has full corporate
power to execute and deliver the Indenture and the Debt Securities.
2. The execution and delivery of the Indenture by the Company has been
duly authorized, and, subject to compliance with the procedures specified in the
Indenture relating to the authorization of the several series of Debt
Securities, the issuance of the Debt Securities in such series will be duly
authorized; and when the Debt Securities of a series has been so authorized and
executed by the Company, authenticated by the trustee and delivered against
payment therefor, the Debt Securities of such series will constitute legally
issued, valid and binding obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.
Very truly yours,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ David L. Hefflinger
FOR THE FIRM
<PAGE>
