<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
GoodMark Foods, Inc.
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(Name of Issuer)
Common Stock $0.01 par value per share
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(Title of Class of Securities)
382387-108
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(CUSIP Number)
Murray C. Greason, Jr.
Womble Carlyle Sandridge & Rice, PLLC
200 West Second Street
Post Office Drawer 84
Winston-Salem, NC 27102
(336) 721-3616
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 17, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* 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 (however, see the
Notes).
<PAGE> 2
Page 2 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons: Ron E. Doggett
I.R.S. Identification Nos. of Above Persons (entities only):
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2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 1,062,709
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 296,200*
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 1,062,709
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 296,200*
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,062,709
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [X]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 14.7%
-------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
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* Represents 296,200 shares owned by Jeanette R. Doggett, spouse of Ron E.
Doggett. Ron E. Doggett disclaims beneficial ownership of all shares of Common
Stock owned by Jeanette R. Doggett pursuant to Reg. ss. 240.130-4.
<PAGE> 3
Page 3 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons: Jeanette R. Doggett
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 296,200
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 0
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 296,200
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 296,100
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 4.1%
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14) Type of Reporting Person (See Instructions): IN
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Page 4 of 13
CUSIP No. 382387-108
- --------------------------------------------------------------------------------
1) Names of Reporting Persons: Anne D. Davis
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 89,800
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 0
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 89,800
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 89,800
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 1.2%
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14) Type of Reporting Person (See Instructions): IN
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<PAGE> 5
Page 5 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons: Jane C. Doggett
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 89,800
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 0
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 89,800
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 89,800
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
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13) Percent of class Represented by Amount in Row (11): 1.2%
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14) Type of Reporting Person (See Instructions): IN
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Page 6 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons: Mark P. Doggett
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 90,200
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 0
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 90,200
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 90,200
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 1.3%
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14) Type of Reporting Person (See Instructions): IN
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Page 7 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons I.R.S.: Michael S. Doggett
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 89,800
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 0
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 89,800
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 89,800
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 1.2%
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14) Type of Reporting Person (See Instructions): IN
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Page 8 of 13
CUSIP No. 382387-108
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1) Names of Reporting Persons I.R.S.: Murray C. Greason, Jr.
Identification Nos. of Above Persons (entities only):
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) __________________________________________________________
- --------------------------------------------------------------------------------
3) SEC Use Only _________________________________________________
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization: United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 749,900
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power: 0
Owned by ______________________________________________________________
Each Report- (9) Sole Dispositive Power: 749,900
ing Person ______________________________________________________________
With (10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 749,900
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
- --------------------------------------------------------------------------------
13) Percent of class Represented by Amount in Row (11): 10.4%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
- --------------------------------------------------------------------------------
<PAGE> 9
Page 9 of 13
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement") relates to shares of
common stock, par value $0.01 per share (the "Common Stock"), of GoodMark Foods,
Inc., a North Carolina corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 6131 Falls of Neuse Road, Raleigh, North
Carolina 27609.
ITEM 2. IDENTITY AND BACKGROUND.
The information required to be disclosed about each member of the group
(a "Reporting Party" and, collectively, the "Reporting Parties") appears on
Schedule I hereto. The Reporting Parties constitute a group because they each
have executed Stock Voting Agreements with ConAgra, Inc., a Delaware corporation
("ConAgra"), which restrict their ability to vote and dispose of their Common
Stock. The form of Stock Voting Agreement executed by each Reporting Party is
appended hereto as Exhibit A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No purchases of Common Stock will be made by any Reporting Party in
connection with the Merger Agreement (described in Item 6) or the formation of
the group. All securities acquired by the group have been acquired solely from
the current Common Stock holdings of the Reporting Parties and by virtue of the
formation of the group.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Parties formed the group and executed the Stock Voting
Agreements with ConAgra as a condition and inducement to ConAgra entering into
the Merger Agreement (described in Item 6) between the Issuer and ConAgra.
Pursuant to the Merger Agreement, the Issuer will merge with a wholly owned
subsidiary of ConAgra, and each share of Common Stock, including shares of
Common Stock held by the Reporting Parties, will be exchanged for approximately
one share of ConAgra common stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Parties, as a group, beneficially own 2,468,009
shares of Common Stock, which represents approximately 34.2% of the outstanding
shares of Common Stock.
The following table indicates the aggregate number and percentage of
the Common Stock each Reporting Party beneficially owns as of the date of this
Statement :
NUMBER OF SHARES OF PERCENTAGE OF
COMMON STOCK OUTSTANDING COMMON
NAME OF REPORTING PARTY BENEFICIALLY OWNED STOCK
Ron E. Doggett 1,062,709(1) 14.7%
Jeanette R. Doggett 296,200 4.1%
Anne D. Davis 89,800 1.2%
Jane C. Doggett 89,800 1.2%
Mark P. Doggett 90,200 1.3%
Michael S. Doggett 89,800 1.2%
Murray C. Greason, Jr. 749,900 10.4%
<PAGE> 10
Page 10 of 13
- ----------------
(1) Excludes 296,200 shares owned by Jeanette R. Doggett. Ron E. Doggett is
the spouse of Jeanette R. Doggett and Chairman and Chief Executive
Officer of the Issuer. As such, Ron E. Doggett may be deemed to have
shared power (with Jeanette R. Doggett) to direct the vote and
disposition of such shares. Ron R. Doggett disclaims beneficial
ownership of such shares pursuant to Reg. ss. 240.13d-4.
(b) The following table indicates the number of shares of Common Stock
with respect to which each Reporting Party has sole and shared voting and
dispositive power as of the date of this Statement:
NUMBER OF SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
SOLE POWER SHARED POWER
SOLE POWER TO SHARED POWER TO DISPOSE OR TO DISPOSE OR
NAME OF REPORTING PARTY VOTE OR TO TO VOTE OR TO TO DIRECT THE TO DIRECT THE
DIRECT TO VOTE DIRECT TO VOTE DISPOSITION DISPOSITION
<S> <C> <C> <C> <C>
Ron E. Doggett 1,062,709 296,200(1) 1,062,709 296,200(1)
Jeanette R. Doggett 0 296,200(1) 0 296,200(1)
Anne D. Davis 89,800 0 89,800 0
Jane C. Doggett 89,800 0 89,800 0
Mark P. Doggett 90,200 0 90,200 0
Michael S. Doggett 89,800 0 89,800 0
Murray C. Greason 749,900(2) 0 749,900(2) 0
</TABLE>
- ---------------
(1) Represents shares issued in the name of Jeanette R. Doggett. Ron E.
Doggett is the spouse of Jeanette R. Doggett and Chairman and Chief
Executive Officer of the Issuer. As such, Ron E. Doggett may be deemed
to have shared power (with Jeanette Doggett) to direct the vote and
disposition of such shares.
(2) Represents shares held of record by (i) Doggett Charitable Trust u/a
June 15, 1998 (100,000 shares), (ii) Ron E. Doggett Annuity Trust (One)
u/a June 15, 1998 (130,000 shares), (iii) Ron E. Doggett Annuity Trust
(Two) u/a June 15, 1998 (130,000 shares), (iv) Ron E. Doggett Annuity
Trust (Three) u/a June 15, 1998 (130,000 shares), (v) Jeanette R.
Doggett Annuity Trust (One) u/a June 15, 1998 (129,950 shares) and (vi)
Jeanette R. Doggett Annuity Trust (Two) u/a June 15, 1998 (129,950
shares) (collectively, the "Trusts"). Murray C. Greason, as Trustee of
each of the Trusts and pursuant to the agreements governing the Trusts,
has sole power to vote and dispose of such shares.
(c) Ron E. Doggett effected the following transactions in Common Stock
during the past sixty days: (i) the acquisition of 3.588 shares of Common Stock
at a per share price of $23.125 on May 11, 1998 pursuant to a dividend
reinvestment plan, (ii) the acquisition of 6.324 shares of Common Stock at a per
share price of $23.125 on May 11, 1998 pursuant to an employee stock purchase
plan, (iii) the acquisition of 106,700 shares of Common Stock at a per share
price of $21.9375 on May 28, 1998 pursuant to the exercise of an employee stock
option, (iv) the disposition of 100,000 shares of Common Stock to Doggett
Charitable Trust u/a June 15, 1998, on June 15, 1998 as a gift, (v) the
disposition of 130,000 shares of Common Stock to Ron E. Doggett Annuity Trust
(One) u/a June 15, 1998, on June 15, 1998 as a gift, (vi) the disposition of
130,000 shares of Common Stock to Ron E. Doggett Annuity Trust (Two) u/a June
15,
<PAGE> 11
Page 11 of 13
1998, on June 15, 1998 as a gift, (vii) the disposition of 130,000 shares of
Common Stock to Ron E. Doggett Annuity Trust (Three) u/a June 15, 1998, on June
15, 1998 as a gift and (viii) the disposition of 259,900, shares of Common Stock
to Jeanette R. Doggett on June 15, 1998 as a gift. Jeanette R. Doggett has
effected the following transactions in Common Stock during the past sixty days:
(i) the disposition of 129,950 shares of Common Stock to Jeanette R. Doggett
Annuity Trust (one) u/a June 15, 1998, on June 15, 1998 as a gift, and (ii) the
disposition of 129,950 shares of Common Stock to Jeanette R. Doggett Annuity
Trust (two) u/a June 15, 1998, on June 15, 1998 as a gift. Apart from the
foregoing transaction, none of the Reporting Parties has effected any
transactions in Common Stock during the past sixty days.
(d) Each of the Trusts has the right to receive dividends from, and the
proceeds from the sale of, all shares of Common Stock each of the Trusts owns. A
list of the Trusts and the holdings of Common Stock of each of the Trusts
appears in note (2) to the table under Item 6(b).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Stock Voting Agreements
The Reporting Parties as a group agreed to execute separate
Stock Voting Agreements with ConAgra as a condition and inducement to ConAgra
and its merger subsidiary entering into the Merger Agreement (described below)
on June 17, 1998. On the same date, each of the Reporting Parties executed a
Stock Voting Agreement with ConAgra. Each of the Stock Voting Agreements is
substantially similar and differs only with respect to the name and address of
the Reporting Party executing the Agreement and the number of shares of Common
Stock such Reporting Party owns. Each Stock Voting Agreement provides that the
Reporting Party executing it revokes any and all previous proxies with respect
to the shares of Common Stock owned by such Reporting Party, that the Reporting
Party irrevocably agrees to vote and otherwise act, with respect to all of such
shares, for the approval and adoption of the Merger Agreement, all agreements
and actions related to the merger, and that the Reporting Party irrevocably
agrees to vote against any proposal or transaction which could prevent or delay
the consummation of the transactions contemplated by the Merger Agreement or by
the Stock Voting Agreement which does not reduce or alter the form of
consideration to be received by the shareholders of the Issuer incident to the
merger contemplated by the Merger Agreement. The provisions governing voting
will remain in effect until the termination of the Stock Voting Agreement. Each
Stock Voting Agreement also contains standard representations and warranties
regarding ownership of the shares, authority, enforceability and reliance. In
addition, the Stock Voting Agreement provides that the Reporting Party covenants
not to transfer or take certain other actions which would affect the transfer of
ownership of the shares owned by such Reporting Party, to submit the
certificates representing such shares to the Issuer for the inscription of a
legend referring to the Stock Voting Agreement, and to refrain from soliciting
inquiries relating to, or negotiating, merger, consolidation or acquisition
transactions with third parties. Each Stock Voting Agreement will terminate on
the earlier to occur of the effective time of the merger or the termination of
the Merger Agreement in accordance with its terms.
Merger Agreement
The following description of the Merger Agreement covers only
certain elements of the Merger Agreement, and is qualified in its entirety by
reference to the complete text of the Merger Agreement incorporated herein by
reference. The Agreement and Plan of Merger by and among ConAgra, CAG 40, Inc.,
a North Carolina corporation and wholly owned subsidiary of ConAgra, and the
Issuer (the "Merger Agreement") was executed on June 17, 1998 concurrently with
the execution of the Stock Voting Agreements by ConAgra and each of the Related
Parties. The Merger Agreement provides that the Issuer will merge with a wholly
owned subsidiary of ConAgra and that ConAgra will exchange from .9449 to 1.0811
shares of ConAgra common stock for each share of Common Stock.
<PAGE> 12
Page 12 of 13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Form of Stock Voting Agreement executed on June 17,
1998 between ConAgra, Inc. and each of Ron E.
Doggett, Jeanette R. Doggett, Anne D. Davis, Jane C.
Doggett, Mark P. Doggett, Michael S. Doggett and
Murray C. Greason, Jr. as Trustee for Doggett
Charitable Trust u/a June 15, 1998; Ron E. Doggett
Annuity trust (One) u/a June 15, 1998; Ron E. Doggett
Annuity Trust (Two) u/a June 15, 1998; Ron E. Doggett
Annuity Trust (Three) u/a June 15, 1998; Jeanette R.
Doggett Annuity Trust (One) u/a June 15, 1998; and
Jeanette R. Doggett Annuity Trust (Two) u/a June 15,
1998.
Exhibit B Agreement and Plan of Merger dated as of June 17,
1998 among ConAgra, Inc., CAG 40, Inc. and GoodMark
Foods, Inc., incorporated herein by reference to
Annex A to ConAgra, Inc.'s Form S-4 dated June 25,
1998 (File No. 333-57719).
<PAGE> 13
Page 13 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 29, 1998
/s/ Ron E. Doggett
-----------------------------------
Ron E. Doggett
/s/ Jeanette R. Doggett
-----------------------------------
Jeanette R. Doggett
/s/ Anne D. Davis
-----------------------------------
Anne D. Davis
/s/ Jane C. Doggett
-----------------------------------
Jane C. Doggett
/s/ Mark P. Doggett
-----------------------------------
Mark P. Doggett
/s/ Michael S. Doggett
-----------------------------------
Michael S. Doggett
/s/ Murray C. Greason, Jr.
-----------------------------------
Murray C. Greason, Jr.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001).
<PAGE> 14
SCHEDULE I
<TABLE>
<CAPTION>
Name Business Address Employment Information
------ ------------------ -----------------------
<S> <C> <C>
Ron E. Doggett 6131 Falls of Neuse Road Chairman and Chief
Raleigh, NC 27609 Executive Officer, GoodMark
Foods, Inc.*
Jeanette R. Doggett 1904 Chase Court None
Raleigh, NC 27607
Anne D. Davis 4625 Creekstone Drive, Suite 100 Temporary, Greenwood
Research Triangle Park, NC 27709 Group, Inc. (Manpower)*
Jane C. Doggett 227 Fayetteville Street Commercial Real Estate
Raleigh, NC 27601 Banking Officer, Wachovia
Commercial Real Estate Group Bank*
(Mailcode NC52052)
Mark P. Doggett 7001 Development Drive Marketing, Ericsson, Inc.*
Research Triangle Park, NC 27709
Michael S. Doggett 7000 Siemens Road Product Manager, Siemens
Wendell, NC 27591 Corp.*
Murray C. Greason, Jr. 1600 BB&T FinancialCenter Attorney, Womble Carlyle
200 West Second Street Sandridge & Rice, PLLC*
Winston-Salem, NC 27101
</TABLE>
None of the persons listed above have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 or finding any violation with respect to such laws.
Each of the persons listed above is a citizen of the United States of America.
- ---------------------------
* GoodMark Foods, Inc., is a snack food manufacturer. The principal
address of GoodMark Foods, Inc., is 6131 Falls of Neuse Road, Raleigh,
North Carolina 27609. Greenwood Group, Inc. provides temporary labor
services to businesses. The Principal address of Greenwood Group is
1122 Oberlin Road, Raleigh, North Carolina 27605 (919) 755-5800. The
principal address of Wachovia Bank is 100 North Main Street,
Winston-Salem, North Carolina 27101. Ericsson, Inc. is a manufacturer
of electronic devices. The principal address of Ericsson, Inc. is 7001
Development Drive, Post Office Box 13969, Research Triangle Park, NC
27709. Siemens Corp. is an integrated equipment manufacturer and
marketer. The principal address of Siemens Corp. is 1301 Avenue of the
Americas, New York, NY 10019. The principal address of Womble Carlyle
Sandridge & Rice, PLLC is 1600 BB&T Financial Center, 200 West Second
Street, Winston-Salem, North Carolina 27101.
<PAGE> 15
Exhibit 2.2
FORM OF
STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT (this "Agreement"), dated as of June ____, 1998
by and between ______________________ ("Shareholder") and CONAGRA, INC., a
Delaware corporation ("Parent").
RECITALS:
(a) Concurrently herewith, Parent, CAG 40, Inc., a North Carolina
corporation and a wholly-owned subsidiary of Parent (the
"Merger Sub"), and GoodMark Foods, Inc., a North Carolina
corporation (the "Company"), are entering into an Agreement
and Plan of Merger of even date herewith (such Agreement in
the form attached hereto as Exhibit A being the "Merger
Agreement"), pursuant to which the Merger Sub will merge with
and into the Company (the "Merger"); and
(b) Shareholder owns as of the date hereof, approximately
_____________ shares of common stock, $.01 par value per share
(the "Common Stock"), of the Company (such Common Stock
referred to as the "Existing Shares," and, together with any
shares of Common Stock acquired after the date hereof and
prior to the termination hereof, hereinafter collectively
referred to as the "Shares"); and
(c) Parent and Merger Sub have entered into the Merger Agreement
in reliance on and in consideration of Shareholder's
representations, warranties, covenants and agreements
hereunder.
AGREEMENT:
In consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, and intending to be legally
bound hereby, it is agreed as follows:
1. Agreement to Vote. Shareholder hereby revokes any and all previous
proxies with respect to the Shares and irrevocably agrees to vote and otherwise
act (including pursuant to written consent) with respect to all of the Shares,
for the approval and the adoption of the Merger Agreement, as the same may be
amended from time to time
-1-
<PAGE> 16
in any manner which does not reduce or alter the form of the consideration to be
received by the shareholders of the Company incident to the Merger (except to
the extent agreed to by the shareholders), all agreements related to the Merger
and any actions related thereto, and against any proposal or transaction which
could prevent or delay the consummation of the transactions contemplated by this
Agreement or the Merger Agreement, at any meeting or meetings of the
shareholders of the Company, and at any adjournment, postponement or
continuation thereof which does not reduce or alter the form of the
consideration to be received by the shareholders of the Company incident to the
Merger (except to the extent agreed to by the shareholders), at which the Merger
Agreement and other related agreements (or any amended version or versions
thereof), or such other actions are submitted for the consideration and vote of
the shareholders of the Company. The foregoing shall remain in effect with
respect to the Shares until the termination of this Agreement. Shareholder
hereby agrees to, execute such additional documents as Parent may reasonably
request to effectuate the foregoing.
2. Representations and Warranties of Shareholder. Shareholder
represents and warrants to Parent as follows:
2.1 Ownership of Shares. On the date hereof, the Existing Shares
are all of the Shares currently owned by Shareholder. On the
Closing Date, the Shares will constitute all of the shares of
Common Stock owned by Shareholder. On the date hereof and on
the date of the Company Shareholders Meeting (as defined in
the Merger Agreement), the Existing Shares represent, and will
represent, at least ______________ of the outstanding voting
power of the Company. Shareholder does not have any rights to
acquire any additional shares of Common Stock (other than
pursuant to options disclosed in the Company's Proxy Statement
dated August 18, 1997). Shareholder currently has, and at
Closing will have (other than Shares transferred in accordance
with Section 3.2 hereof), good, valid and marketable title to
the Shares, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase and claims
of every kind (other than the encumbrances created by this
Agreement and other than restrictions on transfer under
applicable Federal and State securities laws).
2.2 Authority; Binding Agreement. Shareholder has the full legal
right, power and authority to enter into and perform all of
his obligations under this Agreement. The execution and
delivery of this Agreement by Shareholder will not violate any
other agreement to which Shareholder is a party including,
without limitation, any voting agreement, shareholders
agreement or voting trust. This Agreement has been duly
executed and delivered by Shareholder and constitutes a legal,
valid and binding agreement of Shareholder, enforceable in
accordance with its terms, except as the
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enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws, now or hereafter
in effect affecting creditors, rights and remedies generally
or general principles of equity. Neither the execution and
delivery of this Agreement nor the consummation by Shareholder
of the transactions contemplated hereby will (i) violate, or
require any consent, approval or notice under, any provision
of any judgment, order, decree, statute, law, rule or
regulation applicable to Shareholder or the Shares or (ii)
constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement,
understanding, arrangement or other restriction of any kind to
which Shareholder is a party or by which Shareholder is bound.
2.3 Reliance on Agreement. Shareholder understands and
acknowledges that Merger Sub and Parent each are entering into
the Merger Agreement in reliance upon Shareholder's execution,
delivery and performance of this Agreement. Shareholder
acknowledges that the agreement set forth in Section 1 is
granted in consideration for the execution and delivery of the
Merger Agreement by Merger Sub and Parent.
3. Certain Covenants of Shareholder. Except in accordance with the
provisions of this Agreement, Shareholder agrees with, and covenants to, Parent
as follows:
3.1 Transfer. Shareholder shall not (i) except as set forth in
Section 3.2 below, transfer (which term shall include, without
limitation, for the purposes of this Agreement, any sale,
gift, pledge, assignment, encumbrance or other disposition) or
consent to any transfer of, any or all of the Shares or any
interest therein, except pursuant to the Merger, (ii) enter
into any contract, option or other agreement or understanding
with respect to any transfer of any or all such Shares or any
interest therein, (iii) grant any proxy, power-of-attorney or
other authorizations in or with respect to such Shares or (iv)
deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Shares.
Shareholder will submit to the Company, promptly after the
execution of this Agreement, any and all certificates
representing the Shares and Shareholder agrees with, and
consents to (i) the inscription on all such certificates prior
to their prompt return to Shareholder of the following legend
by the Company on such certificates: "The shares of Common
Stock, $.01 par value, of GoodMark Foods, Inc., represented by
this certificate are subject to a Stock Voting Agreement,
dated as of June ____, 1998, and may not be sold or otherwise
transferred, except in accordance therewith. Copies of such
Agreement may be obtained at the principal executive office of
GoodMark Foods, Inc., 6131 Falls of Neuse Road, Raleigh, NC
27609. Such restrictions on sale or other
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<PAGE> 18
transfer expire and terminate, whether or not this legend
remains on any certificate representing such shares of Common
Stock and without any notice, action or demand of any person,
on the date such Agreement terminates"; and (ii) the entering
of stop transfer orders with the transfer agent and the
registrar of the Company against the transfer of the Shares
other than in compliance with the requirements of this
Agreement, such stop transfer orders to expire by their terms
on the date this Agreement terminates with no notice, action
or demand by Shareholder, Parent or the Company.
3.2 Permitted Transfer. Notwithstanding Section 3.1 hereof to the
contrary, Shareholder may transfer any of the Shares to the
Shareholder's spouse, lineal descendants of the Shareholder or
to a trust which is substantially for the benefit of
Shareholder, his spouse or his lineal descendants (herein
"Permitted Transferee") provided that (a) Shareholder shall
provide written notice to Purchaser at least thirty (30) days
prior to such transfer, which notice shall specify the
proposed transferee and all terms and conditions relating to
said proposed transfer, (b) at least fifteen (15) days prior
to any such transfer, Shareholder shall provide at his expense
a written opinion of nationally or regionally recognized tax
counsel, in form and substance reasonably acceptable to
Parent, that such transfer will not adversely affect the
treatment of the Merger as a reorganization within the meaning
of Section 368 of the Code, (c) Shareholder shall have
received from Parent at least fifteen (15) days prior to such
transfer notice that such transfer will not adversely affect
the Merger qualifying for pooling of interests treatment under
APB 16, and (d) prior to any such transfer, such Permitted
Transferee shall agree in writing to take
such Shares subject to, and comply with, all of the provisions
of this Agreement, a copy of which writing shall be delivered
to Parent.
3.3 Solicitation. Prior to the Effective Time, Shareholder agrees
in his capacity as a Shareholder of the Company, that he shall
not, and he shall use his reasonable best efforts to cause his
affiliates, and their respective agents or representatives not
to, directly or indirectly, (i) solicit or initiate (including
by way of furnishing or disclosing non-public information) any
inquiries or the making of any proposal with respect to any
merger, consolidation or other business combination involving
the Company or any Subsidiary of the Company or the
acquisition of all or any significant part of the assets or
capital stock of the Company, including the Shares, or any
Subsidiary of the Company (an "Acquisition Transaction") or
(ii) negotiate, explore or otherwise engage in discussions
with any person (other than Parent and its representatives)
with respect to any Acquisition Transaction, or which may
reasonably be expected to lead to a proposal for an
Acquisition Transaction
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<PAGE> 19
or enter into any agreement, arrangement or understanding with
respect to any such Acquisition Transaction or which would
require the Shareholder to abandon, terminate or fail to
perform his obligations hereunder or to vote for, or otherwise
support, in his capacity as a shareholder, such Acquisition
Transaction.
3.4 Notifications. Shareholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two
days, of the number of any shares of Common Stock acquired by
Shareholder after the date hereof.
4. Delivery of Affiliate Letter. In connection with the execution of
this Agreement, Shareholder shall execute and deliver to Parent on the date
hereof an Affiliate Letter substantially in the form attached hereto as Exhibit
A.
5. Termination. This Agreement shall terminate on the earlier of (i)
the Effective Time (as defined in the Merger Agreement) or (ii) immediately upon
the termination of the Merger Agreement in accordance with its terms.
6. Action in Shareholder Capacity Only. Shareholder makes no agreement
or understanding herein as director or officer of the Company. The Shareholder
signs solely in his capacity as a record holder and beneficial owner of the
Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company, including, without
limitation, the exercise of his duties as a director to the Company and its
other shareholders.
7. Miscellaneous.
7.1 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and
shall be delivered personally or by next-day courier or
telecopied with confirmation of receipt, to the parties at the
addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon
receipt thereof). Any such notice shall be effective upon
receipt, if personally delivered or telecopied or one day
after delivery to a courier for next-day delivery.
If to Parent:
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Attention: Senior Vice President/Controller
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<PAGE> 20
Telecopier: (402) 595-4611
with a copy to:
McGrath, North, Mullin & Kratz, P.C.
Suite 1400
One Central Park Plaza
222 South Fifteenth Street
Omaha, Nebraska 68102
Attention: Roger W. Wells, Esq.
Telecopier: (402) 341-0216
If to Shareholder:
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Telecopier:
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with a copy to:
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Attention:
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Telecopier:
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7.2 Entire Agreement. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement
and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them, with
respect to the subject matter contained herein.
7.3 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties
hereto.
7.4 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors, assigns and personal representatives, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto
without
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<PAGE> 21
the prior written consent of the other parties.
7.5 Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with
the laws of the State of North Carolina without giving effect
to the principles of conflicts of laws thereof.
7.6 Injunctive Relief; Jurisdiction. Shareholder agrees that
irreparable damage would occur and that Parent would not have
any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is
accordingly agreed that Parent shall be entitled to an
injunction or injunctions to prevent breaches by Shareholder
of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States
located in the State of North Carolina or in any North
Carolina state court (collectively, the "Courts"), this being
in addition to any other remedy to which they are entitled at
law or in equity. In addition, each of the parties hereto (i)
irrevocably consents to the submission of such party to the
personal jurisdiction of the Courts in the event that any
dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party
will not attempt to deny or defeat such party to the personal
jurisdiction by motion or other request for leave from any of
the Courts and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts. Shareholder
hereby appoints, and shall give prompt notice of such
appointment to, the law firm of Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, LLP, as his authorized agent
(the "Authorized Agent") upon which process may be served in
any action based on this Agreement which may be instituted in
the Courts by Parent, and Shareholder expressly accepts the
jurisdiction of any such Court in respect to such action. Such
appointment shall be irrevocable. Shareholder represents and
warrants that the Authorized Agent has agreed to act as said
agent for service of process, and Shareholder agrees to take
any and all action, including, without limitation, the filing
of any and all documents and instruments, which may be
necessary to continue such appointment in full force and
effect. Service of process upon the Authorized Agent and
written notice of such service to Shareholder shall be deemed,
in every respect, effective service of process upon
Shareholder.
7.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
document.
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<PAGE> 22
7.8 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
CONAGRA, INC.
______________________________ By: ______________________________
Name:
Its:
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