SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 24, 2000
Date of Report (Date of earliest event reported)
ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-7275 47-0248710
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One ConAgra Drive, Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 595-4000
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Item 2. Acquisition or Disposition of Assets.
On August 24, 2000, ConAgra, Inc., a Delaware corporation ("ConAgra"),
and International Home Foods, Inc., a Delaware corporation ("International Home
Foods"), consummated a merger whereby International Home Foods merged with and
into a wholly owned subsidiary of ConAgra pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") dated as of June 22, 2000. A copy of the
Certificate of Merger filed with the Delaware Secretary of State is attached
hereto as Exhibit 3.1.
In the merger, each share of International Home Foods common stock, par
value $0.01 per share, was converted into the right to receive .54692 of a share
of ConAgra common stock and $11.00 in cash. ConAgra will issue approximately
41 million shares of ConAgra common stock in exchange for the shares of
International Home Foods common stock. ConAgra funded the cash portion of the
consideration received by International Home Foods stockholders with working
capital.
ConAgra issued a press release announcing the consummation of the
merger on August 24, 2000, a copy of which is attached hereto as Exhibit 99.1
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired attached hereto as Exhibits
99.2, 99.3 and 99.4.
(b) Pro forma financial information.
The unaudited pro forma combined condensed financial statements, which
give effect to the acquisition of International Home Foods by ConAgra under the
purchase method of accounting, are attached hereto as Exhibit 99.5.
(c) Exhibits.
2.1 Agreement and Plan of Merger among ConAgra, Inc., CAG
Acquisition Sub, Inc., and International Home Foods, Inc.,
dated as of June 22, 2000, incorporated by reference to
ConAgra's Current Report on Form 8-K dated June 22, 2000.
3.1 Certificate of Merger.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release dated August 24, 2000 announcing the
consummation of the Merger.
99.2 The audited consolidated financial statements comprising the
International Home Foods consolidated balance sheet at
December 31, 1999, and the International Home Foods
consolidated statements of income, stockholders' equity, and
cash flows and notes to consolidated financial statements for
the year ended December 31, 1999.
99.3 The International Home Foods unaudited consolidated financial
statements comprising the International Home Foods
consolidated balance sheet at March 31, 1999 and the
International Home Foods consolidated statements of income
and cash flows and notes to consolidated financial statements
for the three months ended March 31, 1999 and 2000 (previously
included in pages 3 through 13 of International Home Foods'
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000).
99.4 The International Home Foods unaudited consolidated financial
statements comprising the International Home Foods
consolidated balance sheet at June 30, 2000 and the
International Home Foods consolidated statements of income and
cash flows and notes to consolidated financial statements for
the six months ended June 30, 1999 and 2000 (previously
included in pages 2 through 13 of International Home Foods'
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
99.5 The unaudited pro forma combined condensed financial
statements, which give effect to the acquisition of
International Home Foods by ConAgra under the purchase method
of accounting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONAGRA, INC.
August 24, 2000
By: /s/ James P. O'Donnell
Name: James P. O'Donnell
Title: Executive Vice President,
Chief Financial Officer
and Corporate Secretary
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EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger among ConAgra, Inc., CAG Acquisition
Sub, Inc., and International Home Foods, Inc., dated as of June
22, 2000, incorporated by reference to ConAgra's Current Report on
Form 8-K dated June 22, 2000.
3.1 Certificate of Merger.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release dated August 24, 2000 announcing the consummation of
the Merger.
99.2 The audited consolidated financial statements comprising the
International Home Foods consolidated balance sheet at December
31, 1999, and the International Home Foods consolidated statements
of income, stockholders' equity, and cash flows and notes to
consolidated financial statements for the year ended December 31,
1999.
99.3 The International Home Foods unaudited consolidated financial
statements comprising the International Home Foods consolidated
balance sheet at March 31, 1999 and the International Home Foods
consolidated statements of income and cash flows and notes to
consolidated financial statements for the three months ended March
31, 1999 and 2000 (previously included in pages 3 through 13 of
International Home Foods' Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000).
99.4 The International Home Foods unaudited consolidated financial
statements comprising the International Home Foods consolidated
balance sheet at June 30, 2000 and the International Home Foods
consolidated statements of income and cash flows and notes to
consolidated financial statements for the six months ended June
30, 1999 and 2000 (previously included in pages 3 through 13 of
International Home Foods' Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000).
99.5 The unaudited pro forma combined condensed financial statements,
which give effect to the acquisition of International Home Foods
by ConAgra under the purchase method of accounting.
