UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
INTERNATIONAL HOME FOODS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PER SHARE PAR VALUE
(Title of Class of Securities)
459655106
(CUSIP Number)
James P. O'Donnell David L. Hefflinger
Executive Vice President, Chief Financial McGrath, North, Mullin
Officer and Corporate Secretary & Kratz, P.C.
ConAgra, Inc. 1400 One Central Park Plaza
One ConAgra Drive Omaha, NE 68102
Omaha, NE 68102 (402) 341-3070
(402) 595-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 459655106 Page 2 of 7
1) Names of Reporting Persons
I.R.S. Identification No. of Above Person:
ConAgra, Inc. 47-0248710
2) Check the Appropriate Box if a Member of a Group:
(a)
(b)
3) SEC Use Only:
4) Source of Funds (See Instructions):
00
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
6) Citizenship or Place of Organization:
Delaware
Number of Shares (7) Sole Voting Power: 0
Beneficially (8) Shared Voting Power: 33,816,582 (1)
Owned by Each (9) Sole Dispositive Power: 0
Reporting Person (10) Shared Dispositive Power: 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
33,816,582 (1)
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
13) Percent of Class Represented by Amount in Row (11):
45.6%
14) Type of Reporting Person (See Instructions):
CO
---------------
(1) Includes 1,853,581 shares subject to options exercisable within 60 days.
See Item 5.
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CUSIP No. 459655106 Page 3 of 7
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates to common stock,
par value $.01 per share (the "International Home Foods Common Stock"), of
International Home Foods, Inc., a Delaware corporation ("International Home
Foods"). The principal executive offices of International Home Foods are located
at 100 Northfield Street, Greenwich, Connecticut 06830.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by ConAgra, Inc., a Delaware corporation
("ConAgra"). The address of ConAgra's principal executive office is One ConAgra
Drive, Omaha, Nebraska 68102. ConAgra is a diversified international food
company.
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of ConAgra is set forth in
Schedule I hereto and is incorporated herein by reference.
During the last five years, neither ConAgra, nor to the knowledge of
ConAgra, any of the persons listed on Schedule I hereto, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
on finding any violation with respect to such laws.
For information about the executive officers and directors of ConAgra, see
Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
Merger Agreement
ConAgra and International Home Foods entered into an Agreement and Plan of
Merger dated June 22, 2000 (the "Merger Agreement") whereby International Home
Foods will merge with and into CAG Acquisition Sub, Inc., a wholly-owned
subsidiary of ConAgra (the "Merger"). CAG Acquisition Sub, Inc. will survive the
Merger as a wholly-owned subsidiary of ConAgra, and will continue its corporate
existence under Delaware law (the "Surviving Corporation"). In the Merger,
International Home Foods stockholders will receive cash and shares of ConAgra
common stock, par value $5.00 per share (the "ConAgra Common Stock"), pursuant
to the terms and conditions described in the Merger Agreement. The Merger is
subject to regulatory and stockholder approval by the stockholders of
International Home Foods.
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CUSIP No. 459655106 Page 4 of 7
As a condition and inducement to ConAgra's willingness to enter into the
Merger Agreement, certain stockholders of International Home Foods entered into
voting agreements described below.
Voting Agreements
Hicks Muse Group Voting Agreements. Hicks, Muse, Tate & Furst Equity Fund
III, L.P., HM3/IH Partners, L.P. and HM3 Coinvestors, L.P. (the "Hicks Muse
Group"), holders in the aggregate of 31,525,012 shares of International Home
Foods Common Stock, approximately 42.5% of the outstanding International Home
Foods Common Stock, entered into voting agreements (the "Hicks Muse Group Voting
Agreements") with ConAgra and International Home Foods and (i) agreed to revoke
any previous proxies for voting its shares of International Home Foods Common
Stock; (ii) irrevocably agreed to vote all of its shares of International Home
Foods Common Stock for the adoption of the Merger Agreement and against any
takeover transaction or other action likely to adversely affect the Merger; and
(iii) granted ConAgra an irrevocable proxy to vote its shares of International
Home Foods Common Stock in accordance with the terms of the Hicks Muse Group
Voting Agreements. The Hicks Muse Group Voting Agreements terminate on the
earlier of (i) the effective time of the Merger or (ii) the termination of the
Merger Agreement in accordance with its terms.
The Hicks Muse Group has further agreed, in its capacity as an
International Home Foods stockholder, that, prior to the effective time, it
will not directly or indirectly (including through its agents or
representatives) (i) solicit or initiate any proposal for a takeover proposal
involving International Home Foods; or (ii) negotiate or otherwise engage in
discussions or agreements with any person (other than ConAgra or its
representatives) about a takeover proposal involving International Home Foods.
Metropoulos Voting Agreement. C.D. Metropoulos, Chairman of the Board and
Chief Executive Officer of International Home Foods, holds 437,989 shares of
International Home Foods Common Stock and options that are currently exercisable
to purchase 1,853,581 shares of International Home Foods Common Stock, which are
in the aggregate approximately 3.1% of the outstanding International Home Foods
Common Stock.
Mr. Metropoulos also entered into a voting agreement with ConAgra and
International Home Foods (the "Metropoulos Voting Agreement"). The Metropoulos
Voting Agreement contains the terms described above under "Hicks Muse Group
Voting Agreements."
Registration Rights Agreement
Mr. Metropoulos and the Hicks Muse Group are also parties to a registration
rights agreement with ConAgra (the "Registration Rights Agreement"), which was
entered into in connection with the Merger. The Registration Rights Agreement
requires ConAgra to register shares of ConAgra Common Stock, received by the
parties to the Registration Rights Agreement, with the Securities and Exchange
Commission for resales following the Merger.
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CUSIP No. 459655106 Page 5 of 7
Plans or Proposals
The certificate of incorporation and bylaws of CAG Acquisition Sub, Inc.,
as in effect immediately prior to the effective time, will be the certificate of
incorporation and bylaws of the Surviving Corporation. The officers and
directors of CAG Acquisition Sub, Inc. immediately prior to the effective time
will be the officers and directors of the Surviving Corporation upon the
completion of the Merger.
Shares of International Home Foods common stock will also be delisted from
the New York Stock Exchange in connection with the Merger.
Other than as described in this Schedule 13D, neither ConAgra nor the
persons identified in Schedule I attached hereto presently has any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
All references to and descriptions of the Merger Agreement, the Hicks Muse
Group Voting Agreements, the Metropoulos Voting Agreement and the Registration
Rights Agreement are qualified in their entirety by references to copies of the
Merger Agreement, the Hicks Muse Group Voting Agreements, the Metropoulos Voting
Agreement and the Registration Rights Agreement, which are incorporated into
this Schedule 13D by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ConAgra may be deemed to be the beneficial owner of an aggregate of
33,816,582 shares of International Home Foods Common Stock (of which 1,853,581
are acquirable by Mr. Metropoulos upon exercise of options) constituting
approximately 45.6% of the outstanding International Home Foods Common Stock
(based on 74,130,049 shares of International Home Foods Common Stock outstanding
on May 31, 2000 pursuant to information received from International Home Foods).
(b) The table below summarizes the number of shares of International Home
Foods Common Stock over which ConAgra may be deemed to have sole voting and
dispositive power and shared voting and dispositive power.
<TABLE>
<S> <C> <C> <C> <C>
========================================================== =========================== ======================
Voting Dispositive
---------------------------------------------------------- ----------- --------------- ---------- -----------
Sole Shared Sole Shared
---------------------------------------------------------- ----------- --------------- ---------- -----------
Owned by Conagra directly............................. 0 0 0 0
---------------------------------------------------------- ----------- --------------- ---------- -----------
Hicks, Muse, Tate & Furst Equity 0 30,649,966 0 0
Fund III, L.P. Voting Agreement...................
---------------------------------------------------------- ----------- --------------- ---------- -----------
HM3/IH Partners, L.P. Voting Agreement................ 0 153,633 0 0
---------------------------------------------------------- ----------- --------------- ---------- -----------
HM3 Coinvestors, L.P. Voting Agreement................ 0 721,413 0 0
---------------------------------------------------------- ----------- --------------- ---------- -----------
Metropoulos Voting Agreement.......................... 0 2,291,570* 0 0
========================================================== =========== =============== ========== ===========
* Includes 1,853,581 shares subject to options exercisable within 60 days.
</TABLE>
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CUSIP No. 459655106 Page 6 of 7
(c) ConAgra has not effected any transactions in the shares of
International Home Foods Common Stock within the preceding sixty (60) days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, to the best knowledge of ConAgra,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or listed on Schedule I hereto and
between such persons and any person with respect to any securities of
International Home Foods, including but not limited to, transfer or voting of
any of the securities of International Home Foods, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of International Home Foods.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Schedule I
2. Agreement and Plan of Merger dated as of June 22, 2000, among ConAgra,
Inc., CAG Acquisition Sub, Inc. and International Home Foods, Inc.*
3. Stock Voting Agreement dated as of June 22, 2000, by and between
ConAgra, Inc., International Home Foods, Inc. and Hicks, Muse, Tate &
Furst Equity Fund III, L.P.*
4. Stock Voting Agreement dated as of June 22, 2000, by and between
ConAgra, Inc., International Home Foods, Inc. and HM3/IH Partners,
L.P.*
5. Stock Voting Agreement dated as of June 22, 2000, by and between
ConAgra, Inc., International Home Foods, Inc. and HM3 Coinvestors,
L.P.*
6. Stock Voting Agreement dated as of June 22, 2000, by and between
ConAgra, Inc., International Home Foods, Inc. and C. Dean Metropoulos.*
7. Registration Rights Agreement dated as of June 22, 2000, by and among
ConAgra, Inc. and the parties signatory thereto.*
--------------------
* Incorporated by referenced from ConAgra's Current Report on Form 8-K dated
June 22, 2000.
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CUSIP No. 459655106 Page 7 of 7
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the above information set forth in this Schedule 13D is true,
complete and correct.
DATED this 28 day of June, 2000.
CONAGRA, INC.
By: /s/ James P. O'Donnell
James P. O'Donnell
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
Exhibit 1 Schedule I
Exhibit 2 Agreement and Plan of Merger dated as of June 22, 2000,
by and among ConAgra, Inc., CAG Acquisition Sub, Inc.
and International Home Foods, Inc.*
Exhibit 3 Stock Voting Agreement dated as of June 22, 2000, by
and between ConAgra, Inc., International Home Foods, Inc.
and Hicks, Muse, Tate & Furst Equity Fund III, L.P.*
Exhibit 4 Stock Voting Agreement dated as of June 22, 2000, by
and between ConAgra, Inc., International Home Foods, Inc.
and HM3/IH Partners, L.P.*
Exhibit 5 Stock Voting Agreement dated as of June 22, 2000, by
and between ConAgra, Inc., International Home Foods, Inc.
and HM3 Coinvestors, L.P.*
Exhibit 6 Stock Voting Agreement dated as of June 22, 2000, by
and between ConAgra, Inc., International Home Foods, Inc.
and C. Dean Metropoulos*
Exhibit 7 Registration Rights Agreement dated as of June 22, 2000,
by and among ConAgra, Inc. and the parties signatory thereto*
-----------------------
* Incorporated by reference from ConAgra's Current Report on Form 8-K dated June
22, 2000.
<PAGE>
