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
June 22, 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 5. Other Events.
On June 22, 2000, ConAgra, Inc. ("ConAgra") issued a joint press
release with International Home Foods, Inc. ("International Home Foods")
announcing that the boards of directors for both companies approved an Agreement
and Plan of Merger (the "Merger Agreement") dated as of June 22, 2000, pursuant
to which International Home Foods will merge with a wholly owned subsidiary of
ConAgra. The press release announcing the transaction is set forth herein as
Exhibit 99.1. Copies of the Merger Agreement, voting agreements and registration
rights agreement with respect to the transaction are also attached hereto as
Exhibits.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger dated as of June 22, 2000, among
ConAgra, Inc., CAG Acquisition Sub, Inc. and International Home
Foods, Inc.
2.2 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and Hicks, Muse, Tate & Furst Equity
Fund III, L.P.
2.3 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and HM3/IH Partners, L.P.
2.4 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and HM3 Coinvestors, L.P.
2.5 Voting Agreement dated as of June 22, 2000 among Conagra, Inc.
International Home Foods, Inc. and C. Dean Metropoulos.
2.6 Registration Rights Agreement dated as of June 22, 2000 among
ConAgra, Inc., International Home Foods, Inc., Thomas O. Hicks,
Michael J. Levitt, C. Dean Metropoulos, Hicks, Muse, Tate & Furst
Equity Fund III, L.P., HM3/IH Partners, L.P. and HM3 Coinvestors,
L.P.
99.1 Press release dated June 23, 2000.
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SIGNATURES
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.
Date: June 23, 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 dated as of June 22, 2000, among ConAgra,
Inc., CAG Acquisition Sub, Inc. and International Home Foods, Inc.
2.2 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and Hicks, Muse, Tate & Furst Equity Fund
III, L.P.
2.3 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and HM3/IH Partners, L.P.
2.4 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and HM3 Coinvestors, L.P.
2.5 Voting Agreement dated as of June 22, 2000 among ConAgra, Inc.,
International Home Foods, Inc. and C. Dean Metropoulos.
2.6 Registration Rights Agreement dated as of June 22, 2000 among ConAgra,
Inc., International Home Foods, Inc., Thomas O. Hicks, Michael J.
Levitt, C. Dean Metropoulos, Hicks, Muse, Tate & Furst Equity Fund III,
L.P., HM3/IH Partners, L.P. and HM3 Coinvestors, L.P.
99.1 Press release dated June 23, 2000.
