SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of
Securities Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
ConAgra Capital, L.C.
(Exact name of registrant as
specified in its charter)
Iowa
(State of Incorporation
or organization)
Applied For
(IRS Employer Identification
Number)
c/o ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A Cumulative New York Stock Exchange
Preferred Securities
(liquidation preference
$25 per security)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
For a full description of the Series A Cumulative Preferred
Securities (the "Preferred Securities") being registered hereby,
reference is made to the information contained under the captions
"Certain Terms of the Series A Preferred Securities",
"Description of Preferred Securities" and "Description of the
Guarantee" in Registrant's Amendment No. 3 to the Registration
Statement (No. 33-52649-01) on Form S-3 filed with the Securities
and Exchange Commission on April 11, 1994, under the Securities
Act of 1933, as amended. The description under such captions
contained in the form of prospectus subsequently filed by the
registrant pursuant to Rule 424(b) under the Securities Act of
1933, as amended, is deemed incorporated by reference into this
registration statement.
Item 2. Exhibits.
The following documents, which define the rights of holders
of the Preferred Securities, filed by ConAgra, Inc. and ConAgra
Capital, L.C. with the Securities and Exchange Commission
pursuant to Sections 13 or 15(d) of the Securities Exchange Act
of 1934, are incorporated by reference herein:
1.1 Amendment No. 3 to the Registration Statement on Form
S-3 (No. 33-52649-01), with exhibits, filed with the
Securities and Exchange Commission.
1.2 Articles of Organization of ConAgra Capital, L.C. and
Articles of Correction*.
1.3 Operating Agreement of ConAgra Capital, L.C.*
1.4 Form of Written Action establishing the Preferred
Securities*.
1.5 Form of Payment of Guarantee Agreement with respect to
the Preferred Securities*.
1.6 Form of Agreement as to Expenses and Liabilities with
respect to the Preferred Securities*.
_______________
*Included as exhibits to Registration Statement on Form S-3
(No. 33-52649-01) and Amendment No. 1 and No. 2 to the
Registration Statement (No. 33-52649-01).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, ConAgra Capital, L.C. has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
ConAgra Capital, L.C.
CP Nebraska, Inc.
as Managing Member
By: /s/ Stephen L. Key
Stephen L. Key
President and Chief
Executive Officer
HW Nebraska, Inc.
as Managing Member
By: /s/ Stephen L. Key
Stephen L. Key
President and Chief
Executive Officer
Dated: April 19, 1994
