<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
The undersigned, a natural person of the age of 21 years or more,
acting as an incorporator of a corporation under the General Corporation Law of
the State of Delaware, adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
NAME
The name of the Corporation shall be ConAgra, Inc.
ARTICLE II
INITIAL REGISTERED OFFICE AND
INITIAL REGISTERED AGENT
The street address of the initial registered office of the Corporation
is 100 West 10th Street, Wilmington, County of New Castle, Delaware 19801. The
name of its initial registered agent at such address is The Corporation Trust
Company.
ARTICLE III
PURPOSES
The general nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on by the Corporation are to do
any and all of the things herein mentioned as fully and to the same extent as
natural persons might or could do and in any part of the world, including:
(a) To manufacture, purchase, acquire, prepare, produce, own, hold,
store, process, prepare for market, preserve, package, deal in, trade in, sell,
distribute, mortgage, pledge and dispose of flour, feed grain, agricultural
products, articles manufactured from agricultural products, and any articles,
materials, ingredients, goods, wares, merchandise, products, machinery,
equipment and property related or incidental thereto or useful, necessary or
convenient in connection therewith.
(b) To operate factories, warehouses, elevators, and other buildings
for manufacturing, buying, selling, handling, and storing flour, feed grain,
agricultural products and articles manufactured from agricultural products, to
conduct a public warehouse business, and to engage in, carry on, or otherwise
conduct, or employ others to conduct, general research or investigation for the
development of new or improved products or by-products and the use of such
products or by-products as food, and for improving the ease or efficiency of the
products, operations and procedures of the Corporation or for other purposes.
(c) To promote, institute, enter into, conduct, perform, assist or
participate in every kind of commercial, agricultural, mercantile,
manufacturing, mining or industrial enterprise, business, work,
18
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EXHIBIT 3.1
contract, undertaking, venture and operation in any part of the world and, for
any such purpose, to purchase, lease and otherwise acquire, take over, hold,
sell, liquidate and otherwise dispose of the real estate, crops, livestock,
plants, equipment, inventory, merchandise, materials, stock, good will, rights,
franchises, concessions, patents, trademarks and trade names and other
properties of the corporations, associations, partnerships, firms, trustees,
syndicates, ventures, combinations, organizations and other entities located in
or organized under the laws of any part of the world; to continue, alter,
exchange and develop their business, assume their liabilities, guarantee or
become surety for the performance of their obligations, reorganize their capital
and participate in any way in their affairs, and to take over, as a going
concern and to continue in its own name, any business so acquired, all in
accordance with and to the extent permitted by law.
(d) To borrow or raise moneys for any of the purposes of the
Corporation and, from time to time, without limit as to amount, to draw, make,
accept, endorse, execute, issue, and grant promissory notes, drafts, bills of
exchange, warrants, options, bonds, debentures, and other negotiable or non-
negotiable instruments, evidences of indebtedness and agreements; to secure the
payment thereof and of the interest thereon and the performance thereof by
mortgage upon, or pledge, conveyance, or assignment in trust of, the whole or
any part of the assets of the Corporation, whether at the time owned or
thereafter acquired; and to sell, pledge, or otherwise dispose of such
securities or other obligations of the Corporation for its corporate purposes.
(e) To guarantee, purchase, hold, sell, assign, transfer, mortgage,
pledge or otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation or
corporations of the State of Delaware or any other state, country, nation or
government and, while the owner of said stock, to exercise all the rights,
powers, and privileges of ownership, including the right to vote thereon.
(f) To pay for any property, securities, rights or interests acquired
by this Corporation in cash or other property, rights or interests held by this
Corporation, or by issuing and delivering in exchange therefor its own property,
stock, shares, bonds, debentures, notes, warrants for stock, certificates of
indebtedness or other obligations or securities howsoever evidenced.
(g) To carry on all or any part of its business objects or purposes as
principal, factor, agent, contractor or otherwise, either alone or as a member
of, or associated with any corporation, association, partnership, firm, trustee,
syndicate, individual, combination, organization, joint venture or entity in any
part of the world.
(h) In carrying on its business and for the purpose of furthering its
objects and purposes, to enter into and perform agreements and contracts of any
nature with any government, state, territory, district, municipality, political
or governmental division or subdivision, body politic, corporation, association,
partnership, firm, trustee, syndicate, individual, combination, organization or
entity whatsoever.
(i) To have one or more offices, to carry on all or any of its
operations and business and, without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of real and personal property of every class and description in any of
the States, Districts, Territories or Colonies of the United States, and in any
and all foreign countries, subject to the laws of any such State, District,
Territory, Colony or Country.
It is the intention that the objects and purposes specified in the
foregoing clauses of this Article shall not be in any wise limited or restricted
by reference to or inference from the terms of any other
19
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EXHIBIT 3.1
clause of this or any other Articles in these Articles of Incorporation, but
that the objects and purposes specified in each of the clauses of this Article
shall be regarded as independent objects and purposes. It is also the intention
that said clauses be constructed both as purposes and powers; and generally,
that the corporation shall be authorized to exercise and enjoy all other powers,
rights, and privileges granted to or conferred upon a corporation of this
character by the laws of the State of Delaware, and the enumeration of certain
powers as herein specified is not intended as exclusive of or as waiver of any
of the powers, rights or privileges granted or conferred by the laws of said
State, now or hereinafter in force.
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be Thirty-two Million, Five
Hundred Thousand Dollars ($32,500,000) divided into five million (5,000,000)
shares of common stock of a par value of Five Dollars ($5) per share, and one
hundred and fifty thousand (150,000) shares of Class B preferred stock of a par
value of Fifty Dollars ($50) per share.
The Class B preferred shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) The rate of dividend; (b)
Whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) The amount payable upon shares in event
of voluntary or involuntary liquidation; (d) Sinking fund provisions, if any,
for the redemption or purchase of shares; (e) The terms and conditions, if any,
on which shares may be converted.
No transfer of stock of this Corporation shall be operative until
entered upon the books of the Corporation.
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. Notwithstanding the foregoing, the indemnification
provided for in this Article V shall not be deemed exclusive of any other rights
to which those entitled to receive indemnification or reimbursement hereunder
may be entitled under any By-Law of this corporation, agreement, vote or consent
of stockholders or disinterested directors or otherwise.
ARTICLE VI
DURATION
The Corporation shall have perpetual existence.
20
<PAGE>
EXHIBIT 3.1
ARTICLE VII
POWERS
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and it is
expressly provided that they are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by the statutes of the State of
Delaware.
(a) The affairs of this Corporation shall be conducted by a Board of
Directors. The number of Directors of the Corporation, not less than
three, shall be fixed from time to time by the By-Laws. The Directors
are to be elected by the Stockholders, such election to take place at
such time and to be conducted in such manner as shall be prescribed by
the By-Laws of this Corporation.
(b) The books of the Corporation may be kept within or without the
State of Delaware at such place or places as may be designated from
time to time by the Board of Directors.
(c) The Board of Directors may make, alter or repeal the By-Laws of
the Corporation except as otherwise provided therein.
(d) The Board of Directors may authorize and cause to be executed
mortgages and liens upon the real and personal property of the
Corporation, may hold meetings outside the State of Delaware, may
declare and pay stock dividends, and may set apart out of any funds of
the Corporation available for dividends a reserve or reserves for any
proper purpose or to abolish any such reserves in the manner in which
it was created.
(e) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon it, the Board of Directors is hereby
empowered to exercise all such powers and to do all such acts and
things as may be exercised or done by the Corporation; subject,
nevertheless, to the provisions of the statues of Delaware, of this
certificate of incorporation and of any By-Laws from time to time made
by the stockholders; provided, however, that no By-Laws so made shall
invalidate any prior act of the Board of Directors which would have
been valid if such By-Laws had not been made.
ARTICLE VIII
MEETINGS OF STOCKHOLDERS
The time for holding meetings of Stockholders for the election of a
Board of Directors and for holding any special meetings of the Stockholders
shall be as provided for by the By-Laws adopted by the Board of Directors.
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon Stockholders
herein are granted subject to this reservation.
21
<PAGE>
EXHIBIT 3.1
ARTICLE X
INTERESTED DIRECTORS
No contract or transaction between a corporation and one or more of its
directors or officers, or between a corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (b) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the Shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
ARTICLE XI
PRIVATE PROPERTY
The private property of the Stockholders shall not be subject to the
payment of corporation debts to any extent whatsoever.
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
Claude I. Carter 1705 North 102nd Avenue
Omaha, Nebraska 68114
ARTICLE XIII
INITIAL BOARD OF DIRECTORS
The name and mailing address of the persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are as follows:
Ralph T. Birdsey %Clayton Brokerage
400 Colony Square
Suite 1130
1201 Peachtree Street
Atlanta, Georgia 30361
L.D. McGehee 1302 Hodges Avenue
Ruston, Louisiana 71270
Claude I. Carter 1705 North 102nd Street
Omaha, Nebraska 68114
22
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EXHIBIT 3.1
Robert B. Daugherty 400 North Elmwood Road
Omaha, Nebraska 68132
James B. Cooper Route 3
Marshalltown, Iowa 50158
Lewis H. Durland P.O. Box 550
Terrace Hill
Ithaca, New York 14850
Roy H. Park % Park Broadcasting, Inc.
Box 550
Terrace Hill
Ithaca, New York 14850
Charles M. Harper 6105 Lamplighter Drive
Omaha, Nebraska 68152
Dated this 2nd day of December, 1975.
/s/ CLAUDE I. CARTER
--------------------------
Claude I. Carter, Incorporator
23
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EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING CONAGRA, INC.
A NEBRASKA CORPORATION
INTO CONAGRA, INC.
A DELAWARE CORPORATION
------------------------------------
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Nebraska, does hereby certify:
FIRST: ConAgra, Inc., a Nebraska corporation, was incorporated pursuant
to the Business Corporation Act of the State of Nebraska, the provisions of
which permit the merger of a corporation of another state into a corporation
organized and existing under the laws of this state.
SECOND: ConAgra, Inc., a Nebraska corporation, owns all of the
outstanding shares of the stock of ConAgra, Inc., a corporation organized and
existing under the laws of the State of Delaware incorporated on December 5,
1975, pursuant to the General Corporation Law of this State.
THIRD: ConAgra, Inc., a Nebraska corporation, by a resolution of its
Board of Directors duly adopted as of the 15th day of December, 1975, determined
to merge itself into said ConAgra, Inc., a Delaware corporation, which
resolution is in the following words:
"WHEREAS, the stockholders of the company have approved the Plan and
Agreement of Merger by which the company's state of incorporation would
be changed from Nebraska to Delaware, which Plan and Agreement of
Merger was presented to the stockholders at their annual meeting on
October 28, 1975, and
"WHEREAS, the Board of Directors have determined that the necessary
steps should be taken in order that the merger can be effectuated on
January 12, 1976,
"BE IT RESOLVED, that the officers of the company are authorized and
directed to take all action and execute all documents necessary in
order to carry out the terms and conditions of the Plan and Agreement
of Merger between ConAgra, Inc., a Nebraska corporation, and ConAgra,
Inc., a Delaware corporation, in such a manner that the merger will
become effective on January 12, 1976, and
"BE IT FURTHER RESOLVED, that upon the effective date of the merger
each of the issued and outstanding shares of capital stock of the
Nebraska corporation and all rights in respect thereof shall be
converted into one fully paid and nonassessable share of capital stock
of the Delaware corporation and each certificate nominally representing
shares of the capital stock of the Nebraska corporation shall for all
purposes be deemed to evidence the ownership of a like number of shares
of capital stock of the Delaware corporation."
FOURTH: The proposed merger was submitted to the shareholders of the
undersigned corporation at an annual meeting of shareholders held on October 28,
1975, and at that meeting more than two-thirds of the outstanding stock of the
undersigned corporation entitled to vote on the merger voted in favor of the
same and that such meeting was held after twenty days notice to shareholders of
the purpose of the meeting mailed to each such shareholder at his address as the
same appeared on the records of the corporation. At the time of the meeting,
there were outstanding 3,411,165 shares of capital stock of the
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EXHIBIT 3.1
company entitled to vote on the merger and that the following number of shares
voted in favor of the merger: 2,462,572. The following number of shares voted
against the merger: 187,896.07. The following number of shares abstained:
203,828.
FIFTH: This merger shall become effective on January 12, 1976, or the
date of filing of this Certificate, whichever shall occur later.
IN WITNESS WHEREOF, said ConAgra, Inc., a Nebraska corporation, has
caused this Certificate to be signed by its President and its Secretary this
19th day of December, 1975.
ConAgra, Inc., a Nebraska corporation
By /s/ CLAUDE I. CARTER
----------------------------------
Claude I. Carter, President
Attest: By /s/ J. W. GOODRICH
----------------------------------
J.W. Goodrich, Secretary
25
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
--------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of stockholders of the company, held on
May 24, 1976, an amendment to the Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
24th day of May, 1976.
CONAGRA, INC., A Delaware Corporation
By /s/ C. M. HARPER
-----------------------------------
C.M. Harper, President
Attest:
By /s/ J.W. GOODRICH
--------------------------------
J.W. Goodrich, Secretary
26
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EXHIBIT 3.1
EXHIBIT "A"
ARTICLE XIV
Additional Voting Rights
"A. Except as otherwise expressly provided in Paragraph B of this
Article XIV:
(i) any merger or consolidation of the Corporation with or into any
other corporation;
(ii) any sale, lease, exchange, or other disposition of all or any
substantial part of the assets of the Corporation to or with any other
corporation, person or other entity; or
(iii) the issuance or transfer of any securities of the Corporation to
any other corporation, person or other entity in exchange for assets, securities
or cash or a combination thereof; shall require the affirmative vote of the
holders of
(a) at least 75% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election
of directors, and
(b) at least a majority of the outstanding shares of capital
stock of the Corporation which are not beneficially owned by
such corporation, person or other entity,
if, as of the record date for the determination of stockholders entitled to
notice thereof and to vote on any transaction described in clauses (i), (ii), or
(iii) above, such other corporation, person or entity is the beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange.
B. The provisions of this Article XIV shall not apply to any
transaction described in clauses (i), (ii) or (iii) of Paragraph A of this
Article, (i) with another corporation if a majority, by vote, of the outstanding
shares of all classes of capital stock of such other corporation entitled to
vote generally in the election of directors, considered for this purpose as one
class, is owned of record or beneficially by the Corporation and/or its
subsidiaries; (ii) with another corporation, person or other entity if the Board
of Directors of the Corporation shall by resolution have approved a memorandum
of understanding or form of contract with such other corporation, person or
entity with respect to and substantially consistent with such other transaction
prior to the time such other corporation, person or other entity became the
beneficial owner, directly or indirectly, of 5% or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors; or (iii) approved by resolution adopted by a vote of
three-quarters of the entire Board of Directors of the Corporation at any time
prior to the consummation of any such transaction described in clauses (i), (ii)
or (iii) of Paragraph A of this Article.
C. For the purposes of this Article XIV, a corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of capital
stock of the Corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above), by any
other corporation, person or other entity (a) with which it or its "affiliate"
or "associate" (as defined below) has any agreement, arrangement or
understanding for
27
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EXHIBIT 3.1
the purpose of acquiring, holding, voting or disposing of capital stock of the
Corporation or (b) which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as amended.
D. This Article XIV may not be amended or rescinded except by the
affirmative vote of the holders of at least 75% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors."
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
-----------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law; the amendment so adopted is set forth
on Exhibit "A" attached hereto and made a part hereof.
SECOND: At a special meeting of the stockholders of the company, held
on April 12, 1977, an amendment to Article VII, Paragraph (a) of the Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law; the amendment so adopted is set
forth on Exhibit "B" attached hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
13th day of April, 1977.
ConAgra, Inc., A Delaware Corporation
By: /s/ C.M. HARPER
----------------------------------
C.M. Harper, President
Attest:
By: /s/ J.W. GOODRICH, SECRETARY
-------------------------------
J.W. Goodrich, Secretary
29
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EXHIBIT 3.1
EXHIBIT A
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be Eighty-Two Million Five
Hundred Thousand Dollars ($82,500,000) divided into ten million (10,000,000)
shares of common stock of a par value of Five Dollars ($5.00) per share, one
hundred fifty thousand (150,000) shares of Class B Preferred Stock of a par
value of Fifty Dollars ($50.00) per share, and two hundred fifty thousand
($250,000) shares of Class C Preferred Stock of a par value of One Hundred
Dollars ($100.00) per share.
The Class B Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) The rate of dividend; (b)
Whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) The amount payable upon shares in event
of voluntary or involuntary liquidation; (d) Sinking fund provisions, if any,
for the redemption or purchase of shares; (e) The terms and conditions, if any,
on which shares may be converted.
The Class C Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. The shares
of this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) Whether such shares shall be granted voting rights
and, if so, to what extent, and upon what terms and conditions; (b) The rates
and times at which and the terms and conditions on which, dividends on such
shares shall be paid and any dividend rights of cumulation; (c) Whether such
shares shall be granted conversion rights, and, if so, upon what terms and
conditions; (d) Whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (d) The liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) Such other designations,
preferences relative rights and limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
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EXHIBIT 3.1
EXHIBIT B
ARTICLE VII, PARAGRAPH (a)
The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than seven nor
more than twelve, shall be fixed from time to time by the By-Laws. Commencing
with the annual election of directors by the stockholders of the Corporation in
1977, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to have
the same number of directors. The term of office of the initial Class I
directors shall expire at the annual election of directors by the stockholders
of the corporation in 1978, the term of office of the initial Class II directors
shall expire at the annual election of directors by the stockholders of the
corporation in 1979, and the term of office of the initial Class III directors
shall expire at the annual election of directors by the stockholders of the
corporation in 1980, or in each case thereafter when their respective successors
are elected by the stockholders and qualify. At each annual election of
directors by the stockholders of the corporation held after 1977, the directors
chosen to succeed those whose terms are then expired shall be identified as
being of the same class as the directors they succeed and shall be elected by
the stockholders of the corporation for a term expiring at the third succeeding
annual election of directors, or thereafter when their respective successors in
each case are elected by the stockholders and qualify.
The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the affirmative
vote of not less than 75% of the members of the Board of Directors of this
Corporation and the affirmative vote of the holders of a majority of the total
voting power of all outstanding shares of stock of this Corporation.
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
-------------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At the annual meeting of stockholders of the company held on
September 20, 1977, an amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate of Amendment to be signed by its President and Secretary
this 20th day of September, 1977.
ConAgra, Inc., a Delaware Corporation
By: /s/ C.M. HARPER
-----------------------------------
C.M. Harper, President
Attest:
By: /s/ J.W. GOODRICH
-----------------------------------
J.W. Goodrich, Secretary
32
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EXHIBIT 3.1
EXHIBIT A
ARTICLE XV
CERTAIN BUSINESS COMBINATIONS
1. The affirmative vote or consent of the holders of ninety-five
percent (95%) of all shares of stock of the Corporation entitled to vote in
elections of directors, considered for the purposes of this Article XV as one
class, shall be required for the adoption or authorization of a business
combination (as hereinafter defined) with any other entity (as hereinafter
defined) if, as of the record date for the determination of stockholders
entitled to notice thereof and to vote thereon or consent thereto, such other
entity is the beneficial owner, directly or indirectly, of more than thirty
percent (30%) of the outstanding shares of stock of the Corporation entitled to
vote in elections of directors considered for the purposes of this Article XV as
one class; provided that such ninety-five percent (95%) voting requirement shall
not be applicable if:
(a) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination bears the same or a greater percentage relationship to the market
price of the Corporation's Common Stock immediately prior to the announcement of
such business combination as the highest per share price (including brokerage
commissions and/or soliciting dealers fees) which such other entity has
theretofore paid for any of the shares of the Corporation's Common Stock already
owned by it bears to the market price of the Common Stock of the Corporation
immediately prior to the commencement of acquisition of the Corporation's Common
Stock by such other entity;
(b) The cash, or fair market value of other consideration, to be
received per share by common stockholders of the Corporation in such business
combination (i) is not less than the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) paid by such other entity
in acquiring any of its holdings of the Corporation's Common Stock, and (ii) is
not less than the earnings per share of Common Stock of the Corporation for the
four full consecutive fiscal quarters immediately preceding the record date for
solicitation of votes on such business combination, multiplied by the then
price-earnings multiple (if any) of such other entity as customarily computed
and reported in the financial community.
(c) After such other entity has acquired a thirty percent (30%)
interest and prior to the consummation of such business combination: (i) such
other entity shall have taken steps to ensure that the Corporation's Board of
Directors included at all times representation by continuing director(s) (as
hereinafter defined) proportionate to the stockholdings of the Corporation's
public common stockholders not affiliated with such other entity (with a
continuing director to occupy any resulting fractional board position); (ii)
there shall have been no reduction in the rate of dividends payable on the
Corporation's Common Stock except as necessary to insure that a quarterly
dividend payment does not exceed 15% of the net income of the Corporation for
the four full consecutive fiscal quarters immediately preceding the declaration
date of such dividend, or except as may have been approved by a unanimous vote
of the directors; (iii) such other entity shall not have acquired any newly
issued shares of stock, directly or indirectly, from the Corporation (except
upon conversion of convertible securities acquired by it prior to obtaining a
thirty percent (30%) interest or as a result of a pro rata stock dividend or
stock split); and (iv) such other entity shall not have acquired any additional
shares of the Corporation's outstanding Common
33
<PAGE>
EXHIBIT 3.1
Stock or securities convertible into Common Stock except as a part of the
transaction which results in such other entity acquiring its thirty percent
(30%) interest;
(d) Such other entity shall not have (i) received the benefit,
directly or indirectly (except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance or tax credits
provided by the Corporation, or (ii) made any major change in the Corporation's
business or equity capital structure without the unanimous approval of the
directors, in either case prior to the consummation of such business
combination; and
(e) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to public stockholders of the Corporation
for the purpose of soliciting stockholder approval of such business combination
and shall contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the business
combination which the continuing directors, or any of them, may choose to state
and, if deemed advisable by a majority of the continuing directors, an opinion
of a reputable investment banking firm as to the fairness (or not) of the terms
of such business combination, from the point of view of the remaining public
stockholders of the Corporation (such investment banking firm to be selected by
a majority of the continuing directors and to be paid a reasonable fee for their
services by the Corporation upon receipt of such opinion).
The provisions of this Article XV shall also apply to a business
combination with any other entity which at any time has been the beneficial
owner, directly or indirectly, of more than thirty percent (30%) of the
outstanding shares of stock of the Corporation entitled to vote in elections of
directors considered for the purposes of this Article XV as one class,
notwithstanding the fact that such other entity has reduced its shareholdings
below thirty percent (30%) if, as of the record date for the determination of
stockholders entitled to notice of and to vote on or consent to the business
combination, such other entity is an "affiliate" of the Corporation (as
hereinafter defined).
2. As used in this Article XV, (a) the term "other entity" shall
include any corporation, person or other entity and any other entity with which
it or its "affiliate" or "associate" (as defined below) has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of stock of the Corporation, or which is
its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934 as in
effect on January 1, 1975, together with the successors and assigns of such
persons in any transaction or series of transactions not involving a public
offering of the Corporation's stock within the meaning of the Securities Act of
1933; (b) another entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation which the other entity (as defined above) has
the right to acquire pursuant to any agreement, or upon exercise of conversation
rights, warrants or options, or otherwise; (c) the outstanding shares of any
class of stock of the Corporation shall include shares deemed owned through
application of clause (b) above but shall not include any other shares which may
be issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise; (d) the term "business combination" shall
include any merger or consolidation of the Corporation with or into any other
corporation, or the sale or lease of all or any substantial part of the assets
of the Corporation to, or any sale or lease to the Corporation or any subsidiary
thereof in exchange for securities of the Corporation of any assets (except
assets having an aggregate fair market value of less than $5 million) of any
other entity; (e) the term "continuing director" shall mean a person who was a
member of the Board of Directors of the Corporation elected by the public
stockholders prior to the time that such other entity acquired in excess of ten
percent (10%) of the stock of the Corporation entitled to vote in the election
of directors, or a person recommended to succeed a continuing director by a
majority of continuing directors; and (f) for the purposes of subparagraphs 1(a)
and (b) of this Article XV the term "other consideration to be received" shall
mean Common Stock of the Corporation retained by its existing public
34
<PAGE>
EXHIBIT 3.1
stockholders in the event of a business combination with such other entity in
which the Corporation is the surviving corporation.
3. A majority of the continuing directors shall have the power and
duty to determine for the purposes of this Article XV on the basis of
information known to them whether (a) such other entity beneficially owns more
than thirty percent (30%) of the outstanding shares of stock of the Corporation
entitled to vote in election of directors, (b) an other entity is an "affiliate"
or "associate" (as defined above) of another, (c) another entity has an
agreement, arrangement or understanding with another, or (d) the assets being
acquired by the Corporation, or any subsidiary thereof, have an aggregate fair
market value of less than $5,000,000.
4. No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of this
Article XV unless the amendment effecting such amendment, alteration, change or
repeal shall receive the affirmative vote or consent of the holders of
ninety-five percent (95%) of all shares of stock of the Corporation entitled to
vote in election of directors, considered for the purposes of this Article XV as
one class; provided that this paragraph 4 shall not apply to, and such
ninety-five percent (95%) vote or consent shall not be required for, any
amendment, alteration, change or repeal recommended to the stockholders by a
vote of eighty percent (80%) of the Board of Directors of the Corporation
present at a regularly and validly convened meeting of directors at corporate
headquarters, if at least eighty percent (80%) of the full Board of Directors
are persons who would be eligible to serve as "continuing directors" within the
meaning of paragraph 2 of this Article XV.
5. Nothing contained in this Article XV shall be construed to relieve
any other entity from any fiduciary obligation imposed by law.
35
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
-------------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At the annual meeting of stockholders of the company held on
September 19, 1978, an amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law; the amendment so adopted is set forth on Exhibit "A" attached
hereto and made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate of Amendment to be signed by its President and Secretary
this 20th day of September, 1978.
ConAgra, Inc., A Delaware Corporation
By: /s/ C.M. HARPER
-----------------------------------
C.M. Harper, President
Attest:
By: /s/ J.W. GOODRICH
----------------------------------
J.W. Goodrich, Secretary
36
<PAGE>
EXHIBIT 3.1
Exhibit A
ARTICLE XVI
EFFECTS OF BUSINESS COMBINATIONS
The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation and its
subsidiaries operate or are located.
37
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
-------------------------------
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At a special meeting of the stockholders of the company, held
on November 13, 1980, an amendment to Article IV of the Certificate of
Incorporation was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law; the amendment so adopted is set forth
on Exhibit "A" attached hereto and by this reference made a part hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its President and its Secretary this
14th day of November, 1980.
ConAgra, Inc., A Delaware Corporation
By: /s/ C.M. HARPER
----------------------------------
C.M. Harper, President
Attest:
By: /s/ J.W. GOODRICH
---------------------------------
J.W. Goodrich, Secretary
38
<PAGE>
EXHIBIT 3.1
Exhibit A
ARTICLE IV
AUTHORIZED SHARES
The capital stock of said corporation shall be One Hundred Thirty-Two
Million Five Hundred Thousand Dollars ($132,500,000) divided into twenty million
(20,000,000) shares of Common Stock of a par value of Five Dollars ($5.00) per
share, one hundred fifty thousand (150,000) shares of Class B Preferred Stock of
a par value of Fifty Dollars ($50.00) per share, and two hundred fifty thousand
(250,000) shares of Class C Preferred Stock of a par value of One Hundred
Dollars ($100.00) per share.
The Class B Preferred Shares of this corporation may be divided into
and issued in series, and each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes. All shares
of this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
39
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, ConAgra, Inc., a corporation organized and existing under the laws of
the State of Delaware, does hereby certify:
FIRST: The Certificate of Incorporation for ConAgra, Inc. was filed in
the office of the Delaware Secretary of State on December 5, 1975.
SECOND: At the annual meeting of the stockholders of the company, held
on September 14, 1982, an amendment to Article VII., Paragraph (a) of the
Certificate of Incorporation was duly adopted in accordance with the provisions
of Section 242 of the Delaware General Corporation Law; the amendment so adopted
is set forth on Exhibit "A" attached hereto and by this reference made a part
hereof.
IN WITNESS WHEREOF, said ConAgra, Inc., a Delaware corporation, has
caused this Certificate to be signed by its Chairman of the Board and its
Secretary this 14th day of September, 1982.
ConAgra, Inc., A Delaware Corporation
By: /s/ C.M. HARPER
----------------------------------
C.M. Harper
Chairman of the Board
Chief Executive Officer
Attest:
By: /s/ L.B. THOMAS
-----------------------------
L. B. Thomas, Secretary
40
<PAGE>
EXHIBIT 3.1
Exhibit "A"
ARTICLE VII, PARAGRAPH (a)
The affairs of this Corporation shall be conducted by a Board of
Directors. The number of directors of the Corporation, not less than eight nor
more than fourteen, shall be fixed from time to time by the By-Laws. Commencing
with the annual election of directors by the stockholders of the Corporation in
1977, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to have
the same number of directors. The term of office of the initial Class I
directors shall expire at the annual election of directors by the stockholders
of the Corporation in 1978, the term of office of the initial Class II directors
shall expire at the annual election of directors by the stockholders of the
Corporation in 1979, and the term of office of the initial Class III directors
shall expire at the annual election of directors by the stockholders of the
Corporation in 1980, or in each case thereafter when their respective successors
are elected by the stockholders and qualify. At each annual election of
directors by the stockholders of the Corporation held after 1977, the directors
chosen to succeed those whose terms are then expired shall be identified as
being of the same class as the directors they succeed and shall be elected by
the stockholders of the corporation for a term expiring at the third succeeding
annual election of directors, or thereafter when their respective successors in
each case are elected by the stockholders and qualify.
The provisions set forth in Article VII(a) may not be repealed or
amended in any respect unless such repeal or amendment is approved by (i) the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of stock of this Corporation, or (ii) the affirmative
vote of not less than 75% of the members of the Board of Directors of this
Corporation and the affirmative vote of the holders of a majority of the total
voting power of all outstanding shares of stock of this Corporation.
41
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
ConAgra, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of ConAgra,
Inc., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said
corporation declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Article IV thereof
and adding new Articles XVII and XVIII to provide as set
forth on Exhibit "A" attached hereto and made a part
hereof."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said ConAgra, Inc., has caused this Certificate to
be signed by L. B. Thomas, its Vice President, and attested by Dorothy Young,
its Assistant Secretary, this 19th day of September, 1985.
CONAGRA, INC.
By: /s/ L. B. THOMAS
---------------------------------
L. B. THOMAS, Vice President
Attest:
By /s/ DOROTHY YOUNG
-------------------------
DOROTHY YOUNG,
Assistant Secretary
42
<PAGE>
EXHIBIT 3.1
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority
to issue is one hundred four million (104,000,000) shares, divided into one
hundred million (100,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; two
hundred fifty thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred Stock,
without par value.
The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
rights and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion rights
and, if so, upon what terms and
43
<PAGE>
EXHIBIT 3.1
conditions; (d) whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (e) the liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such shares.
The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or as
to the distribution of assets upon liquidation, distribution or winding up of
the corporation. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class E as determined by the Board of Directors:
(a) whether such shares shall be granted voting rights and, if so, to what
extent and upon what terms and conditions; (b) the rates and times at which, and
the terms and conditions on which, dividends on such shares shall be paid and
any dividend rights of cumulation; (c) whether such shares shall be granted
conversion rights and, if so, upon what terms and conditions; (d) whether the
corporation shall have the right to redeem such shares and, if so, upon what
terms and conditions; (e) the liquidation rights (if any) of such shares,
including whether such shares shall enjoy any liquidation preference over the
common stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
44
<PAGE>
EXHIBIT 3.1
ARTICLE XVII
Annual and Special Meeting of Stockholders
Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing of
such holders.
45
<PAGE>
EXHIBIT 3.1
ARTICLE XVIII
Prohibition of "Greenmail"
A. Any purchase or other acquisition, directly or indirectly, in one
or more transactions, by the Company or any Subsidiary (as hereinafter defined)
of the Company of any shares of Voting Stock (as hereinafter defined) or any
Voting Stock Right (as hereinafter defined) known by the Company to be
beneficially owned by any Interested Stockholder (as hereinafter defined) who
has purchased or otherwise acquired any such Voting Stock or Voting Stock Right
within two years prior to the date of such purchase or other acquisition from
the Company or Subsidiary shall, except as hereinafter expressly provided,
require the affirmative vote of at least a majority of all votes entitled to be
cast by the holders of the Voting Stock (excluding Voting Stock held by an
Interested Stockholder) voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise, but no such affirmative vote shall be
required with respect to any purchase or other acquisition by the Company or any
of its Subsidiaries of Voting Stock or Voting Stock Rights purchased at or below
Fair Market Value (as hereinafter defined) or made as part of a tender or
exchange offer made on the same terms to all holders of such securities and
complying with the applicable requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules and regulations thereunder or in a
Public Transaction (as hereinafter defined).
B. For the purposes of this Article XVIII:
1. An "Affiliate" of, or a person "Affiliated" with, a
specified person, is a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified.
2. The term "Associate" used to indicate a relationship with
any person, means (1) any corporation or organization (other than the
Company or a Subsidiary of the Company) of which such person is an
officer or partner or is, directly or indirectly, the beneficial owner
of 5% or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as
to which such person serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of such person, or any
relative of such spouse, who has the same home as such person.
3. A person shall be a "beneficial owner" of any Voting Stock
or Voting Stock Right:
(a) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or
(b) which such person or any of its Affiliates or Associates
has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) any right to vote pursuant to any agreement,
arrangement or understanding; or
(c) which is beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates
or Associates has any agreement, arrangement
46
<PAGE>
EXHIBIT 3.1
or understanding for the purpose of acquiring, holding, voting or
disposing of any security of any class of the Company or any of
its Subsidiaries.
(d) For the purposes of determining whether a person is an
Interested Stockholder, the relevant class of securities
outstanding shall be deemed to include all such securities of
which such person is deemed to be the "beneficial owner" through
application of this subparagraph 3, but shall not include any
other securities of such class which may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise of
conversion right, warrants or options, or otherwise, but are not
yet issued.
4. "Fair Market Value" means for any share of Voting Stock or
any Voting Stock Right, the average of the closing sale prices during
the 30-day period immediately preceding the repurchase of such Voting
Stock or Voting Stock Right, as the case may be, on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such Voting Stock or
Voting Stock Right, as the case may be, is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such Voting Stock or
Voting Stock Rights, as the case may be, is not listed on such
Exchange, on the principal United States securities exchange registered
under the Exchange Act on which such Voting Stock or Voting Stock
Right, as the case may be, is listed, or if such Voting Stock or Voting
Stock Right, as the case may be, is not listed on any such exchange,
the average of the closing bid quotations with respect to a share of
such Voting Stock or Voting Stock Right, as the case may be, during the
90-day period immediately preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or if no such quotations are
available, the Fair Market Value on the date in question of a share of
such Voting Stock or Voting Stock Right, as the case may be, as
determined by the Board of Directors in good faith.
5. "Interested Stockholder" shall mean any person (other than
(i) the Company, (ii) any of its Subsidiaries, (iii) any benefit plan
or trust of or for the benefit of the Company or any of its
Subsidiaries, (iv) any trustee, agent or other representative of any of
the foregoing, or (v) any person who beneficially owned more than 3% of
any class of Voting Stock on July 11, 1985), who or which:
(a) is the beneficial owner, directly or indirectly, of more
than 3% of any class of Voting Stock (or Voting Stock Rights with
respect to more than 3% of any such class); or
(b) is an Affiliate of the Company and at any time within
the two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of more than 3% of
any class of Voting Stock (or Voting Stock Rights with respect to
more than 3% of any such class); or
(c) is an assignee of or has otherwise succeeded to any
shares of any class of Voting Stock (or Voting Stock Rights with
respect to more than 3% of any such class) which were at any time
within the two-year period immediately prior to the date in
question beneficially owned by an Interested Stockholder, unless
such assignment or succession shall have occurred pursuant to any
Public Transaction or a series of transactions including a Public
Transaction.
6. A "person" shall mean any individual, firm, corporation or
other entity (including a "group" within the meaning of Section 13(d)
of the Exchange Act).
47
<PAGE>
EXHIBIT 3.1
7. A "Public Transaction" shall mean any (i) purchase of shares
offered pursuant to an effective registration statement under the
Securities Act of 1933, or (ii) open market purchases of shares if, in
either such case, the price and other terms of sale are not negotiated
by the purchaser and seller of the beneficial interest in the shares.
8. The term "Subsidiary" shall mean any corporation at least a
majority of the outstanding securities of which having ordinary voting
power to elect a majority of the board of directors of such corporation
(whether or not any other class of securities has or might have voting
power by reason of the happening of a contingency) is at the time owned
or controlled directly or indirectly by the Company or one or more
Subsidiaries or by the Company and one or more Subsidiaries.
9. The term "Voting Stock" shall mean stock of all classes and
series of the Company entitled to vote generally in the election of
directors.
10. The term "Voting Stock Right" shall mean any security
convertible into, and any warrant, option or other right of any kind to
acquire beneficial ownership of, any Voting Stock, other than
securities issued pursuant to any of the Company's employee benefit
plans.
C. A majority of the Board of Directors shall have the power and duty
to determine for the purposes of this Article XVIII, on the basis of information
known to it after reasonable inquiry, all facts necessary to determine
compliance with this Article XVIII, including without limitation,
1. whether:
(a) a person is an Interested Stockholder;
(b) any Voting Stock and Voting Stock Right is beneficially
owned by any person;
(c) a person is an Affiliate or Associate of another;
(d) a transaction is a Public Transaction; and
2. the Fair Market Value of any Voting Stock or Voting Stock
Right.
D Notwithstanding anything contained in this Certificate to the
contrary, the affirmative vote of at least a majority of all votes entitled to
be cast by the holders of capital stock entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend or repeal this Article XVIII or to adopt any provision inconsistent
herewith.
48
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA, INC.,
resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said
corporation declaring said amendments to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the
proposed amendments are as follows:
"RESOLVED, that ARTICLE IV of the Certificate of
Incorporation entitled "Authorized Shares" be amended to
increase the total number of shares which this corporation
shall have authority to issue from 104,000,000 shares to
304,000,000 shares by increasing the authorized common stock
of a par value of $5.00 per share from 100,000,000 shares to
300,000,000 shares as set forth on Exhibit "A" attached
hereto and by this reference made a part hereof."
"FURTHER RESOLVED, that ARTICLE V of the Certificate of
Incorporation be amended to provide as set forth on Exhibit
"B" attached hereto and by this reference made a part
hereof."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware on September 18, 1986, at which meeting
the necessary number of shares as required by statute were
voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 18th day of September, 1986.
CONAGRA, INC.
By: /s/ L. B. THOMAS
--------------------------------
L. B. THOMAS, Vice President
Attest:
By: /s/ DOROTHY YOUNG
-------------------------
DOROTHY YOUNG,
Assistant Secretary
49
<PAGE>
EXHIBIT 3.1
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority
to issue is three hundred four million (304,000,000) shares, divided into three
hundred million (300,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; one hundred fifty thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; two
hundred fifty thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; one million one hundred
thousand (1,100,000) shares of Class D Preferred Stock without par value; and
two million five hundred thousand (2,500,000) shares of Class E Preferred Stock,
without par value.
The Class B Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All shares of
this Class shall be identical except as to the following relative rights and
preferences as to which there may be variations between different series within
Class B as determined by the Board of Directors: (a) the rate of dividend; (b)
whether the shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption; (c) the amount payable upon shares in event
of voluntary or involuntary liquidation; (d) sinking fund provisions, if any,
for the redemption or purchase of shares; and (e) the terms and conditions, if
any, on which shares may be converted.
The Class C Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock as to
payment of dividends or as to distribution of assets upon liquidation,
distribution or winding up of the corporation. All shares of this Class shall be
identical except as to the following relative rights and preferences as to which
there may be variations between different series within Class C as determined by
the Board of Directors: (a) whether such shares shall be granted voting rights
and, if so, to what extent and upon what terms and conditions; (b) the rates and
times at which, and the terms and conditions on which, dividends on such shares
shall be paid and any dividend rights of cumulation; (c) whether such shares
shall be granted conversion rights and, if so, upon what terms and conditions;
(d) whether the corporation shall have the right to redeem such shares and, if
so, upon what terms and conditions; (e) the liquidation rights (if any) of such
shares, including whether such shares shall enjoy any liquidation preference
over the common stock; and (f) such other designations, preferences, relative
rights and limitations (if any) attaching to such shares.
The Class D Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock or Class C
Preferred Stock as to the payment of dividends or as to the distribution of
assets upon liquidation, distribution or winding up of the corporation. All
shares of this Class shall be identical except as to the following relative
right and preferences as to which there may be variations between different
series within Class D as determined by the Board of Directors: (a) whether such
shares shall be granted voting rights and, if so, to what extent and upon what
terms and conditions; (b) the rates and times at which, and the terms and
conditions on which, dividends on such shares shall be paid and any dividend
rights of cumulation; (c) whether such shares shall be granted conversion rights
and, if so, upon what terms and
50
<PAGE>
EXHIBIT 3.1
conditions; (d) whether the corporation shall have the right to redeem such
shares and, if so, upon what terms and conditions; (e) the liquidation rights
(if any) of such shares, including whether such shares shall enjoy any
liquidation preference over the common stock; and (f) such other designations,
preferences, relative rights and limitations (if any) attaching to such shares.
The Class E Preferred Stock of this corporation may be divided into and
issued in series, and each series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. The shares of
this Class shall not have any priority over Class B Preferred Stock, Class C
Preferred Stock or Class D Preferred Stock as to the payment of dividends or as
to the distribution of assets upon liquidation, distribution or winding up of
the corporation. All shares of this Class shall be identical except as to the
following relative rights and preferences as to which there may be variations
between different series within Class E as determined by the Board of Directors:
(a) whether such shares shall be granted voting rights and, if so, to what
extent and upon what terms and conditions; (b) the rates and times at which, and
the terms and conditions on which, dividends on such shares shall be paid and
any dividend rights of cumulation; (c) whether such shares shall be granted
conversion rights and, if so, upon what terms and conditions; (d) whether the
corporation shall have the right to redeem such shares and, if so, upon what
terms and conditions; (e) the liquidation rights (if any) of such shares,
including whether such shares shall enjoy any liquidation preference over the
common stock; and (f) such other designations, preferences, relative rights and
limitations (if any) attaching to such shares.
No transfer of stock of this corporation shall be operative until
entered upon the books of the corporation.
51
<PAGE>
EXHIBIT 3.1
EXHIBIT "B"
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of Delaware General Corporation Law as
amended from time to time, indemnify and reimburse all persons whom it may
indemnify and reimburse pursuant thereto. With respect to acts or omissions
occurring on or after September 18, 1986, no director shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts of omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit.
Notwithstanding the foregoing, the indemnification provided for in this
ARTICLE V shall not be deemed exclusive of any other rights to which those
entitled to receive indemnification or reimbursement hereunder may be entitled
under any by-law of this Corporation, agreement, vote or consent of stockholders
or disinterested directors or otherwise.
52
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA, INC.,
a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said
corporation declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the
proposed amendment is as follows:
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES" be
amended as stated on Exhibit "A" attached to reflect an
increase in the total number of shares which this company
shall have authority to issue from 304,000,000 shares to
604,000,000 shares by increasing the authorized common stock
of a par value of $5.00 per share from 300,000,000 shares to
600,000,000 shares with no increase in the 4,000,000 shares
of authorized preferred stock."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware on September 28, 1989, at which meeting
the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested by DOROTHY YOUNG,
its Assistant Secretary, this 28th day of September, 1989.
CONAGRA, INC.
By: /s/ L. B. THOMAS
------------------------------
L. B. THOMAS
Vice President
Attest:
By /s/ DOROTHY YOUNG
-------------------------
DOROTHY YOUNG,
Assistant Secretary
53
<PAGE>
EXHIBIT 3.1
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is Six Hundred Four Million (604,000,000) shares, divided into Six
Hundred Million (600,000,000) shares of Common Stock of a par value of Five
Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000) shares of Class
B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; Two
Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of a par
value of One Hundred Dollars ($100.00) per share; One Million One Hundred
Thousand (1,100,000) shares of Class D Preferred Stock without par value; and
Two Million Five Hundred Thousand (2,500,000) shares of Class E Preferred Stock,
without par value.
THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.
54
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is: CONAGRA, INC.
2. The registered office of the corporation within the State of
Delaware is hereby changed to 32 Loockerman Square, Suite L-100,
Dover, Delaware 19901, County of Kent.
3. The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice-Hall Corporation
System, Inc., the business office of which is identical with the
registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set
forth by resolution of its Board of Directors.
Signed on August 1, 1991.
/s/ JOHN J. DILL
-------------------------
John J. Dill - Vice President
Attest:
/s/ SUE E. BADBERG
---------------------------------
Sue Badberg - Assistant Secretary
55
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA, INC.,
resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said
corporation declaring said amendments to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the
proposed amendments are as follows:
"RESOLVED, that the second sentence of ARTICLE VII, Paragraph
(a), of the Certificate of Incorporation of the corporation
be amended to read:
THE NUMBER OF DIRECTORS OF THE CORPORATION, NOT LESS
THAN NINE (9) NOR MORE THAN SIXTEEN (16), SHALL BE
FIXED FROM TIME TO TIME BY THE BY-LAWS.
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES" be
amended in accordance with Exhibit "A" attached hereto to
reflect an increase in the total number of shares which this
corporation shall have authority to issue from 604,000,000
shares to 618,050,000 shares by increasing the authorized
Class E Preferred Stock without par value from 2,500,000
shares to 16,550,000 shares."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware on September 16, 1991 at which meeting
the necessary number of shares as required by statute were
voted in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
56
<PAGE>
EXHIBIT 3.1
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 26th day of September, 1991.
CONAGRA, INC.
By /s/ L. B. THOMAS
---------------------------
L. B. THOMAS
Vice President
Attest
/s/ SUE E. BADBERG
----------------------------
SUE BADBERG,
Assistant Secretary
57
<PAGE>
EXHIBIT 3.1
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is Six Hundred Eighteen Million Fifty Thousand (618,050,000) shares,
divided into Six Hundred Million (600,000,000) shares of Common Stock of a par
value of Five Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000)
shares of Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per
share; Two Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of
a par value of One Hundred Dollars ($100.00) per share; One Million One Hundred
Thousand (1,100,000) shares of Class D Preferred Stock without par value; and
Sixteen Million Five Hundred Fifty Thousand (16,550,000) shares of Class E
Preferred Stock, without par value.
THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.
58
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA, INC.,
a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said
corporation declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the
proposed amendment is as follows:
"RESOLVED, that the first paragraph of ARTICLE IV of the
Certificate of Incorporation entitled "AUTHORIZED SHARES" be
amended in accordance with Exhibit "A" attached hereto to
reflect an increase in the total number of shares which this
corporation shall have authority to issue from 618,050,000
shares to 1,218,050,000 shares by increasing the authorized
Common Stock of a par value of Five Dollars ($5.00) from
600,000,000 shares to 1,200,000,000."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware on September 22, 1992 at which meeting
the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC., has caused this Certificate to
be signed by L. B. THOMAS, its Vice President, and attested to by SUE BADBERG,
its Assistant Secretary, this 16th day of September, 1992.
CONAGRA, INC.
By: /s/ L. B. THOMAS
----------------------
L. B. THOMAS
Vice President
Attest:
/s/ SUE BADBERG
-------------------------
SUE BADBERG,
Assistant Secretary
59
<PAGE>
EXHIBIT 3.1
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST PARAGRAPH)
The total number of shares which this corporation shall have authority
to issue is One Billion Two Hundred Eighteen Million Fifty Thousand
(1,218,050,000) shares, divided into One Billion Two Hundred Million
(1,200,000,000) shares of Common Stock of a par value of Five Dollars ($5.00)
per share; One Hundred Fifty Thousand (150,000) shares of Class B Preferred
Stock of a par value of Fifty Dollars ($50.00) per share; Two Hundred Fifty
Thousand (250,000) shares of Class C Preferred Stock of a par value of One
Hundred Dollars ($100.00) per share; One Million One Hundred Thousand
(1,100,000) shares of Class D Preferred Stock without par value; and Sixteen
Million Five Hundred Thousand (16,550,000) shares of Class E Preferred Stock,
without par value.
THE REMAINDER OF THIS ARTICLE SHALL REMAIN UNCHANGED IN ITS ENTIRETY.
60
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CONAGRA, INC.
CONAGRA, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of CONAGRA, INC.,
a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and
submitting said amendment to a meeting of the stockholders of
said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
"RESOLVED, that the Board of Directors declare it advisable
that ARTICLE I of the Certificate of Incorporation entitled
'NAME' be amended to read as follows to reflect a change in
this corporation's name:
'ARTICLE I
NAME
The name of the Corporation shall be ConAgra Foods, Inc.'
RESOLVED FURTHER, that such amendment be submitted to the
stockholders of this corporation for approval at the annual
meeting of the stockholders to be held on September 28, 2000;
and
RESOLVED FURTHER, that if and when the stockholders holding
the majority of the outstanding common stock of this
corporation have voted in favor of such amendment, the Chief
Executive Officer or a Vice President, and the Secretary or
an Assistant Secretary, of this corporation are hereby
authorized and directed to make, under the seal of this
corporation, a certificate setting forth such amendment, and
certifying that such amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, as amended, and to
file such certificate in the office of the Secretary of State
of the State of Delaware, and such other offices as are
appropriate."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in
accordance with Sections 222 and 242 of the General
Corporation Law of the State of Delaware on September 28,
2000 at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
61
<PAGE>
EXHIBIT 3.1
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC. has caused this Certificate to
be signed by BRUCE C. ROHDE, its Chief Executive Officer, and attested to by
JAMES P. O'DONNELL, its Corporate Secretary, this 28th day of September, 2000.
CONAGRA, INC.
By: /s/ BRUCE C. ROHDE
------------------------------
BRUCE C. ROHDE
Chief Executive Officer
ATTEST:
/s/ J. P. O'DONNELL
------------------------------
JAMES P. O'DONNELL
Corporate Secretary
62
