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)
47-0777482
(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 C New York Stock Exchange
Cumulative
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.
A general description of the preferred securities issuable
by ConAgra Capital, L.C. is contained in the Registration
Statement of ConAgra, Inc. and ConAgra Capital, L.C. on Form S-3
(No. 33-56973 and 33-56973-01) (as subsequently amended, the
"Registration Statement"). A description of the ConAgra Capital,
L.C. Series C Cumulative Preferred Securities (the "Preferred
Securities") being registered on this Form 8-A will be included
in a form of prospectus subsequently filed by ConAgra Capital,
L.C. pursuant to Rule 424(b) under the Securities Act of 1933,
which prospectus shall be deemed to be incorporated by reference
into this Registration Statement on Form 8-A.
Item 2. Exhibits.
1.1 Form of ConAgra Capital, L.C. Written Action
establishing the Preferred Securities.*
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 Payment and Guarantee Agreement with respect to
the Preferred Securities.**
1.5 Form of Agreement as to Expenses and Liabilities with
respect to the Preferred Securities.**
_______________
[FN]
* Incorporated by reference to Exhibit 4.8 of ConAgra's and
ConAgra Capital, L.C.'s Registration Statement on Form S-3
(No. 33-56973 and 33-56973-01).
** Incorporated herein by reference to ConAgra's Current Report
on Form 8-K dated June 8, 1994.
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. HW Nebraska, Inc.
as Managing Member
CP Nebraska, Inc.
as Managing Member By: /s/ Stephen L. Key
______________________
By: /s/ Stephen L. Key Stephen L. Key
____________________________ President and Chief
Stephen L. Key Executive Officer
President and Chief
Executive Officer
Dated: January 20, 1995
