As filed with the Securities and Exchange Commission on September 28, 1999.July __, 2000.
Registration Statement No. 333-____________________
================================================================================
UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
-------------------
FormFORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
-------------------
ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One ConAgra Drive Identification No.)
Omaha, Nebraska 68102-5001
(402) 595-4000
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
James P. O'Donnell
Executive Vice President and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
David L. Hefflinger, Esq.
McGrath, North, Mullin & Kratz, P.C.
Suite 1400, One Central Park Plaza
Omaha, Nebraska 68102
--------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /[ ]
CALCULATION OF REGISTRATION FEE
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
Title of each class of Proposed maximum offering Proposed maximum aggregate
securities to be Amount to be price per offering Amount of
registered registered unit (1) price (1) registration fee - ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------(2)
- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
Common Stock (2)(3)
($5.00 par value) 4,016,662 $23.16 $93,025,829 $25,86122,779,819 $21.53 $490,449,503 $129,479
- ---------------------------- ----------------- ---------------------------- ----------------- ---------------------------- ----------------------------- ---------------------
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457 on the basis of the price of ConAgra's common stock on the New
York Stock Exchange Composite Tape on September 24, 1999.----------------------------- ---------------------
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low price of
ConAgra's common stock on the New York Stock Exchange Composite Tape on
July 21, 2000.
(2) Pursuant to Rule 457(b), the registration fee is offset by $90,828 of the
filing fee paid in connection with the filing of Registration Statement
No. 333-40562. Accordingly, a filing fee of $38,651 is being paid
herewith.
(3) This registration statement also applies to preferred share purchase
rights which are attached to and trade with each share of common stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)8(a),
MAY DETERMINE.
PROSPECTUS
4,016,662__________ Shares of
CONAGRA, INC.
Common Stock
($5.00 Par Value)
----------------------
The selling stockholders of ConAgra, Inc. listed on page 76 may offer or
sell up 4,016,662to __________ shares of common stock from time to time. The selling
stockholders acquired their shares of common stock in connection with certaina business
acquisitions.acquisition. See "Selling Stockholders."
Sales may be made on one or more exchanges, in the over-the-counter market
or otherwise, at prices and at terms then prevailing, at prices related to the
then current market price or in negotiated transactions. See "Plan of
Distribution".Distribution."
We will not receive any of the proceeds of any sale of the shares of common
stock. We will pay for all expenses relating to the distribution of shares of
common stock except that the selling stockholders will pay their own
underwriting discounts and selling commissions.
Our common stock is listed on the New York Stock Exchange under the symbol
"CAG". On ____________, 1999,2000, the last reported sales price of our common stock
on the New York Stock Exchange was $_________ per share.
Our executive offices are located at One ConAgra Drive, Omaha, Nebraska
68102 and our telephone number is (402) 595-4000.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------
____________, 19992000
TABLE OF CONTENTS
Where You Can Find More Information ....................................... 1
Incorporation of Certain Documents by Reference ........................... 1
Certain Forward Looking Statements ........................................ 2................................................ 1
The Company ............................................................... 21
Description of Capital Stock .............................................. 32
Selling Stockholders ...................................................... 76
Plan of Distribution ...................................................... 8
Experts .................................................................. 9
Legal Matters ............................................................. 9
Where You Can Find More Information ....................................... 9
You should rely only on the information contained in this prospectus and in
the material we file with the Securities and Exchange Commission (the "SEC"). We
have not authorized anyone to provide you with any other information that is
different. We are offering to sell, and seeking offers to buy, the securities
described in this prospectus only where offers and sales are permitted. The
information contained in this prospectus and our filings with the SEC is
accurate only as of its date, regardless of the time of delivery of this
prospectus or of any sale of the securities.
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on Form S-3
with the SEC. The registration statement contains exhibits and other information
that are not contained in this prospectus. Our descriptions in this prospectus
of the provisions of documents filed as an exhibit to the registration statement
or otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the contents of the documents, you
should obtain the documents yourself by following the procedures described
below.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings, including the registration statement
that contains this prospectus, are available to the public over the Internet at
the SEC's web at http://www.sec.gov. You may also read and copy any document we
file with the SEC at its public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Our SEC filings
are also available at the office of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we file with
the SEC, which means that we can disclose important information to you by
referring you directly to those documents . The information incorporated by
reference is considered part of this prospectus and information that we file
subsequently with the SEC will automatically update and supersede information
contained in this prospectus. We incorporate by reference the documents listed
below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
* Annual Report on Form 10-K for the fiscal year ended May 30, 1999
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Investor Relations Department
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4157
CERTAIN FORWARD LOOKING STATEMENTS
This prospectus contains certain forward-looking statements, including such statements
in the documents incorporated herein by reference.reference in this prospectus. The statements
reflect management's current views and estimates of future economic
circumstances, industry conditions, our performance and financial results. The
statements are based on many assumptions and factors including availability and
prices of raw materials, product pricing, competitive environment and related
market conditions, operating efficiencies, access to capital and actions of
governments. Any changes in such assumptions or factors could produce
significantly different results.
THE COMPANY
We are a diversified internationalone of the world's largest food company operating acrosscompanies. As North America's
largest foodservice manufacturer and second-largest retail food supplier, we
compete in multiple segments of the food chainbusiness and focus on adding value for
customers in the retail food, foodservice, and agricultural products channels.
We report our financial results in three industrymain segments: Packaged Foods,
Refrigerated Foods, and Agricultural Products.
In the Packaged Foods segment, we produce shelf-stable foods, frozen foods
and dairy case products for retail and foodservice markets. Shelf-stable
products include tomato products, cooking oils, popcorn, soup, puddings, meat
snacks, canned beans, canned pasta, mustard, canned tuna, cocoa mixes, peanut
butter and ethnic products. Frozen foods include dinners, entrees, potato
products, snacks, ice cream and seafood. Dairy case products include
tablespreads, cheeses, egg alternatives and dessert toppings. Packaged Foods
brands include Act II, Banquet, Blue Bonnet, Chef Boyardee, County Line,
Fleischmann's, Gulden's, Healthy Choice, Hunt's, La Choy, Marie Callender's,
Orville Redenbacher's, PAM, Parkay, Peter Pan, Reddi-wip, Slim Jim, Snack Pack,
Swiss Miss, Van Camp's and Wesson.
In the Refrigerated Foods segment, we produce and market branded processed
meats and deli meats, fresh meat and poultry products for retail, foodservice
and export markets. Our processed and deli meat products include hot dogs,
bacon, ham, sausages, cold cuts, turkey products and kosher products. Our fresh
meat products include beef, pork and lamb. Our poultry businesses include
chicken and turkey products. Refrigerated Foods brands include Armour,
Butterball, Cook's Country Pride, Decker, Eckrich, Healthy Choice, Hebrew
National and Swift Premium. We own Australia Meat Holdings Pty Ltd., a major
Australian beef processor and exporter.
In the Agricultural Products segment, our major crop inputs business
distributes crop protection chemicals, fertilizers and seeds at wholesale and
retail levels. In the ingredients sector, we primarily process distribute and tradedistribute
ingredients for food products and meat and poultry production. Our ingredient
processing businesses include flour, oat and dry corn milling, barley malting,
and specialty food ingredient manufacturing and marketing. We internationally trade grain, dry
edible beans and peas, fertilizer and other commodities. We have Agricultural
Products operations in Canada, Australia, Europe, Asia and Latin America, as
well as in the U.S.
Acquisitions have contributed substantially to our sales and earnings
growth, both in the years of acquisition and in subsequent years. Major
acquisitions have included United Agri Products, Banquet Foods, Country Pride
Foods, Peavey Company, Monfort of Colorado, Morton, Chun King and Patio frozen
foods businesses, SIPCO (formerly Swift Independent Packing Company), the assets
of Armour Food Company, Pillsbury's grain merchandising business, eight U.S.
flour mills acquired from International Multifoods, Beatrice Company, the assets
of Elders' beef, malt and wool business in Australia, Golden Valley Microwave
Foods, Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean and Wolf
Brand chili businesses, Canada Malting Company, Gilroy Foods, GoodMark Foods,
and
Nabisco's margarine and egg alternative businesses.businesses, Seaboard Poultry and
International Home Foods. We anticipate that we will continue to grow internally
and through acquisitions.
We are a Delaware corporation with executive offices located at One ConAgra
Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000.
DESCRIPTION OF CAPITAL STOCK
General
Our authorized capital stock consists of 1,200,000,000 shares of ConAgra
common stock, par value $5.00 per share; 150,000share and an aggregate of 18,050,000 shares of
ConAgra Class Bvarious series of preferred stock, $50.00 par value; 250,000stock. The shares of ConAgra Class C preferred stock,
$100.00 par value; 1,100,000 shares of ConAgra Class D preferred stock, without
par value; and 16,550,000 shares of ConAgra Class E preferred stock, without par
value.
Class B preferred stock, Class C preferred stock, Class D preferred stock and
Class E preferred stock are issuable in
one or more series created by our board of directors, which in creating any
such series is given authority to fix the voting rights, dividend rate, redemption
provisions, liquidation preferences and conversion provisions. On August 29, 1999_________,
2000 there were 492,337,882____________ shares of ConAgra common stock outstanding. No
shares of preferred stock are currently issued and outstanding.
Dividends on ConAgra Capital Stock
ConAgra Common Stock Dividend Policy. We have paid cash dividends on our
common stock each year since 1976. Our present intentions arepolicy is to continue to pay
quarterly cash dividends on our common stock and such dividend payments, over time,
willare expected to average in the range of 30 to 35 percent of cash earnings. The
payment of dividends and their amount will, however, be dependent upon our
earnings, financial position, cash requirements and other factors deemed
relevant factors,by our board in its discretion, including the satisfaction of preferred
stock dividend requirements.
Dividend Rights. The board of directors may declare and pay dividends on
ConAgra common stock out of surplus or net earnings.profits. It is anticipated that any
issuance of preferred stock would contain provisions granting the shares so
issued a preference over the common stock as to the payment of dividends.
ConAgra Common Stock
The holders of ConAgra common stock are entitled to one vote for each
share. Upon liquidation, suchthe holders of ConAgra common stock are entitled to
share ratably in assets available for distribution to stockholders after
satisfaction of any liquidation preferences of any outstanding preferred stock.
The issuance of any additional shares of any series of preferred stock in future
financings, acquisitions or otherwise may result in dilution of voting power and
relative equity interest of the holders of shares of ConAgra common stock and
will subject the ConAgra common stock to the prior dividend and liquidation
rights of the outstanding shares of the series of preferred stock.
The shares of ConAgra common stock tooffered under this prospectus will be offered hereunder are
fully paid and non-assessable. ConAgra common stock has no conversion rights nor
are there any redemption or sinking fund provisions with respect to suchthe common
stock. Holders of ConAgra common stock have no pre-emptive right to subscribe
for or purchase any additional stock or securities of ConAgra.
Voting Rights in CertainSpecific Cases
Article XIV of the ConAgra certificate of incorporation requires, with
certainspecific exceptions, a 75% affirmative vote of ConAgra's stock to approve (i)(1) a
merger or consolidation with, (ii)(2) the issuance or transfer of securities of
ConAgra in exchange for assets, securities or cash to, or (iii)(3) the sale of all or
a substantial part of the assets of ConAgra to another person, corporation or
other entity, that owns beneficially, directly or indirectly, 5% or more of
ConAgra's outstanding capital stock entitled to vote generally in the election
of directors. The 75% voting requirement does not apply if a majority of the
outstanding shares of all classes of capital stock of suchthe other corporation
entitled to vote generally in the election of directors, considered as one
class, is owned of record or beneficially by ConAgra or its subsidiaries, the
transaction was approved by a majority of ConAgra's board of directors prior to
the time that the other entity became a beneficial owner of 5% or more of
ConAgra's outstanding shares, or if the transaction is approved by a
three-fourths vote of ConAgra's board of directors at any time prior to its
consummation.
Article XV of the ConAgra certificate of incorporation requires the
approval of 95% of ConAgra's stock entitled to vote in the election of
directors, voting as one class, for any business combination with any other
entity, if, as of the applicable record date, suchthe other entity is the beneficial
owner directly or indirectly of 30% of the outstanding shares of ConAgra stock
entitled to vote. SuchThe 95% voting requirementrequirements shall be in-applicableinapplicable if certain fair
price, dividend, proxy, and other procedures detailed in such Article XV have been
observed by suchthe other entity since it acquired 30% control. Article XV cannot be
amended, altered, changed or repealed without a 95% vote of all stockholders of
ConAgra entitled to vote in an election of directors, considered as one class,
unless suchthe amendment, alteration, change or repeal is recommended to the
stockholders by a vote of 80% of the directors who would be eligible to serve as
"continuing directors" as that term is defined in Article XV.
Article XVI of the ConAgra certificate of incorporation prescribes relevant
factors, including social and economic effects on employees, customers,
suppliers and other constituents of ConAgra, to be considered by the board of
directors when reviewing any proposal by another corporation to acquire or
combine with ConAgra.
Article XVII of the ConAgra certificate of incorporation requires that any
action required or permitted to be taken by ConAgra's stockholders must be
effected at a duly called annual or special meeting of the stockholders and may
not be effected by a consent in writing by suchthe stockholders.
Article XVIII of the ConAgra certificate of incorporation provides in
general that any direct or indirect purchase by ConAgra or any subsidiary of
ConAgra of any of its Voting Stock (asvoting stock, as defined in Article XVIII),XVIII, or rights to
acquire Voting Stock,voting stock, known to be beneficially owned by any person or group that
holds more than 3% of a class of its Voting Stock (an "Interested Stockholder")voting stock, referred to in this paragraph
as an interested stockholder, and that has owned the securities being purchased
for less than two years, must be approved by the affirmative vote of at least a
majority of the votes entitled to be cast by the holders of the Voting Stock (excluding Voting Stockvoting stock,
excluding voting stock held by an Interested Stockholder).interested stockholder. Article XVIII is
intended to prevent "greenmail","greenmail," which is a term used to describe the
accumulation of a block of a corporation's stock by a speculator and the
subsequent attempt by the speculator to coerce the corporation into repurchasing
its shares, typically at a substantial premium over the market price.
Article VII requires that the ConAgra board of directors consist of nine to
sixteen members divided into three classes of as nearly equal size as possible.
The terms of the directors are staggered suchso that the terms of approximately
one-third of the directors expire at each annual election of directors. The
provisions of Article VII may not be amended without (i)(1) the affirmative vote of
80% of all outstanding voting stock or (ii)(2) the affirmative vote of a majority of
outstanding voting stock and the affirmative vote of at least 75% of the board
of directors.
Article VII, Article XIV, Article XV, Article XVI, Article XVII and Article
XVIII may be deemed to have anti-takeover effects. SuchThese provisions may
discourage or make more difficult an attempt by a stockholder or other entity to
acquire control of ConAgra. Also, itThese provisions may bealso make more difficult foran
attempt by a stockholder or other entity to remove management. Furthermore, the
provision for a classified board of directors may make more difficult removal of
directors, even when such
removal is considered desirable.
Rights Dividend
On July 12, 1996, the board of directors of ConAgra declared a dividend of
one preferred share purchase right, (a "Right")referred to in this document as a right, for
each outstanding share of ConAgra common stock for stockholders of record on
July 24, 1996 (the "Record Date").1996. The one Rightright for each outstanding share of ConAgra common stock
was adjusted to one-half Rightright for each share effective October 1, 1997 as a
result of an adjustment made following a two-for-one stock split of the ConAgra
common stock.
The Rightsrights will expire on July 12, 2006. The Rightsrights are represented by the
ConAgra common stock certificates and are not exercisable or transferable apart
from the ConAgra common stock certificates except upon the occurrence of certain
events
described below. Pursuant to the Rights Agreement,rights agreement, the exercise price and the
number of shares of preferred stock or other securities or other property
issuable are subject to adjustment in the event of stock splits, stock dividends
and certain other distributions and customary antidilution provisions. All shares of
ConAgra common stock issued between July 24, 1996 and the earlier of (i)(1) July
12, 2006, (ii)(2) the date on which the Rightsrights are redeemed or (iii)and (3) a date generally
ten days after a Share Acquisition Date,share acquisition date, as defined below, will receive Rights.rights.
Each Rightright entitles the registered holder to purchase from ConAgra one
one-
thousandthone-thousandth of a share of Seriesseries A Junior Participating Classjunior participating class E preferred
stock, without par value, of ConAgra (the "Preferred Stock") at a price of $200 per one one-thousandth
of a share of Preferred Stock (the "Purchase Price"),preferred stock, subject to adjustment. The description and terms
of the Rightsrights are set forth in a Rights
Agreementrights agreement dated as of July 12, 1996, as
the same may be amended from time to time, (the "Rights Agreement"), between the CompanyConAgra and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").rights agent.
The Rightsrights become exercisable on the earlier to occur of (i)(1) ten days
following announcement that a person or group, (the "Acquiring Person")referred to in this document as
an acquiring person, has acquired 10%15% or more of the ConAgra common stock, (thethe
date of suchthe announcement being called the "Share Acquisition Date")"share acquisition date", or (ii)(2) ten
business days following the commencement of, (oror announcement of an intention to
make)make, a tender offer for 15% or more of the ConAgra common stock.
Shares of Preferred Stockpreferred stock purchasable upon exercise of the Rightsrights will not
be redeemable. Each share of the Preferred Stockpreferred stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 2000 times the dividend
declared per share of ConAgra common stock. In the event of the liquidation,
dissolution or winding up of ConAgra, the holders of the Preferred Stockpreferred stock will be
entitled to a minimum preferential payment of $100 per share, (plusplus any accrued
but unpaid dividends)dividends, but will be entitled to an aggregate payment of 2000 times
the payment made per share of ConAgra common stock. Each share of Preferred
Stockpreferred
stock will have 2000 votes, voting together with the ConAgra common stock. In
the event of any merger, consolidation or other transaction in which outstanding
shares of ConAgra common stock are converted or exchanged, each share of
Preferred Stockpreferred stock will be entitled to receive 2000 times the amount received per
share of ConAgra common stock.
Because of the nature of the Preferred Stock'spreferred stock's dividend, liquidation,
voting and votingother rights, the value of the one one-thousandth interest in a share
of Preferred
Stockpreferred stock purchasable upon exercise of each Rightright should approximate
the value of two shares of ConAgra common stock.
In the event that any person or group becomes an Acquiring Person,acquiring person, the
Rights
Agreementrights agreement provides that each holder of a Right (otherright, other than an Acquiring Person)acquiring
person, will thereaftersubsequently have the right to receive, upon exercise, shares of
ConAgra common stock having a value of twice the exercise price of the Right.right.
In the event that, (i)after a person or group has become an acquiring person,
(1) ConAgra engages in a merger or other business combination transaction in
which ConAgra is not the surviving company or (ii)(2) 50% or more of ConAgra's
assets or earning power is sold, the Rights Agreementrights agreement provides that each holder
of a Rightright shall thereaftersubsequently have the right to receive, upon exercise, shares
of common stock of the acquiring company having a value of twice the exercise
price of the Right.right.
At any time after any person or group becomes an Acquiring Personacquiring person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Personthe acquiring person of 50% or more of the outstanding shares of
ConAgra common stock, the board of directors of ConAgra may exchange the Rights
(otherrights,
other than Rightsrights owned by such Acquiring Personthe acquiring person which will have become void),void, in
whole or in part, for shares of ConAgra common stock or Preferred Stock (orpreferred stock, or a
series of ConAgra's preferred stock having equivalent rights, preferences and
privileges).privileges.
At any time on or prior to the Share Acquisition Date,share acquisition date, ConAgra may redeem
the Rightsrights at a redemption price of $.01 per Right.right.
SELLING STOCKHOLDERS
We acquired International Home Foods, Inc. on August 24, 2000 and issued an
aggregate of ________ shares of ConAgra common stock to the selling stockholders
named below. The shares of ConAgra common stock are owned bywere initially issued to the
selling stockholders in the amounts indicated below.below for each selling
stockholder. The shares of ConAgra common stock listed for C. Dean Metropoulos
includes 2,861,906 shares issuable upon the exercise of options. All suchof the
shares of ConAgra common stock listed below are being offered in this
prospectus.
Selling Stockholders Shares of ConAgra
Selling Stockholders Common Stock
Wiviott Family- -------------------------------------------- ------------------------
Hicks, Muse, Tate & Furst Equity Fund III, L.P. 18,730,535
HM3/IH Partners, L.P. 93,887
HM3 Coinvestors, L.P. 440,864
C. Dean Metropoulos 3,129,566
Thomas O. Hicks 330,480
TOH, Jr. Ventures, Ltd. 2,368
John Alexander Hicks 1984 Trust dated May 8,2,369
Mack Hardin Hicks 1984 Trust 2,369
Robert Bradley Hicks 1984 Trust 2,369
William Cree Hicks 1992 1,635,911
GregoryTrust 2,369
Catherine Forgrave Hicks 1993 Trust 2,369
Michael J. Wiviott Trust
dated June 10, 1996 785,878
Jay L.Levitt 40,274
Each selling stockholder listed below holds, directly or indirectly,
partnership interests in one or more of Hicks, Muse, Tate & Furst Equity Fund
III, L.P., HM3/IH Partners, L.P. and Teresa M. Wiviott
Family Trust dated May 24, 1995 785,878
Compton Investors, LLC 59,000
We acquired Choice One Foods in July 1999HM3 Coinvestors, L.P. (collectively, the
"Hicks Muse Entities") and issued an aggregatemay receive distributions of 3,266,667 shares of ConAgra common
stock from one or more of these partnerships in amounts yet to the above stockholders.
Selling Stockholders Sharesbe determined.
Upon a distribution, directly or indirectly, of ConAgra Common Stock
William Morris 421,448
John Kimber 1,684
David Booker 842
Clark Whitman 3,790
Edward Buchanan 23,161
Gregory Gupton 8,001
Douglas Jackson 4,632
Robert T. Hayes 15,581
Wanda H. Parker 8,001
Allen R. Padgett 40,005
Robert M. Webb, Trustee for the
benefit of Shannon Ruth Morris 44,570
Robert M. Webb, Trustee for the
benefit of Sarah Ann Morris 44,570
Robert M. Webb, Trustee for the
benefit of Rachael Irene Morris 44,570
Robert M. Webb, Trustee for the
benefit of Catherine Suzanne Morris 44,570
Robert M. Webb, Trustee for the
benefit of William Flaude Morris, IV 44,570
We acquired Holly Ridge Foods, Inc . in May 1999 and issued an aggregate of
749,995 shares of ConAgra common
stock by any one or more of the Hicks Muse Entities to any one or more of the
above stockholders.named selling stockholders below, a supplement to this prospectus setting forth
the effect of the distribution will be filed.
Additional Selling Stockholders
Thomas O. Hicks
TOH, Jr. Ventures, Ltd.
John Alexander Hicks 1984 Trust
Mack Hardin Hicks 1984 Trust
Robert Bradley Hicks 1984 Trust
William Cree Hicks 1992 Trust
Catherine Forgrave Hicks 1993 Trust
Michael J. Levitt
Pension Plan of Constellation Energy Group
Chrysler Corporation Master Retirement Trust
Bankers Trust Company, trustee
Barclays Capital Corporation
BT Investment Partners, Inc.
Chemical Investments, Inc.
Citicorp North America, Inc.
Public Employees' Retirement Association of
Colorado
Kleinwort Benson Holdings, Inc.
Dresdner Kleinwort Benson Portfolio Holdings,
L.L.C.
Cornerstone Private Equity, L.P.
First Chicago Investment Corporation
Spring Capital Corporation
HBH Investments, L.L.C.
R. D. & Joan Dale Hubbard Foundation, Inc.
Lamar Hunt Trust Estate
Hunt Financial Corporation
Lowe Interests, L.P.
Zenith Strategic Income Trust
Miami Valley Insurance Company
State Treasurer of the State of Michigan
Northwest Airlines, Inc. Defined Benefit
Master Trust
Oregon Public Employees' Retirement Fund
Pan Capital Partners, Ltd.
Swiss American Corporation
The University of Chicago
WSW 1996 Buyout Fund, L.P.
WSW 1996 Buyout Fund II, L.P.
Kal Zeff
The Illinois Power Company Retirement
Income Trust
CES - Feng Investment Co., L.P.
Combined Insurance Company of America
Natexis Investment Corp.
Crow Family Partnership, L.P.
Acquisition Fund Three, L.P.
Fojtasek Capital, Ltd.
The Goodyear Tire & Rubber Company
Common Trust
Holmes Family Venture, Ltd.
J.M. Bryan Family Trust
John M. & Florence E. Bryan Trust UAD
8/19/91
JVG Partners
The Mount Sinai Medical Center
Atlantic Equity Corporation
Pfizer Retirement Annuity Trust
The Northern Trust Company, trustee
Palmetto Partners, Ltd.
The Black and Decker Defined Benefit Plan
Master Trust
State Street Bank & Trust Company, trustee
Ronald G. Steinhart
Tangent, LLC
J. McDonald Williams
The American Airlines, Inc. Master Fixed
Benefit Trust
State Street Bank & Trust Company, trustee
Auda Capital, L.P.
John R. Muse
Jack D. Furst
HarbourVest VI Buyout Ltd.
Southern Methodist University
Societe Generale Investment Corp.
BankBoston Investments, Inc.
State of Connecticut Retirement Plans and Trust
Funds
NatWest Markets Equity Corporation
The Northwestern Mutual Life Insurance
Company
UBS Capital, L.L.C.
Arkansas Teacher Retirement System
Capital Guidance (Placements) Ltd.
Florida, State Board of Administration
Houston Firefighters' Relief and Retirement
Fund
Peter L. Kellner
Teachers Retirement System of Louisiana
Miami Valley Equipment, Inc.
The Mitsubishi Trust Banking Corporation
Hassie Hunt Trust
Haroldson L. Hunt Jr. Trust Estate
Margaret Hunt Trust Estate
Lyda Hunt-Margaret Trust, Lyda Hill
Lyda Hunt-Margaret Trust, Al G. Hill, Jr.
SLRB-1
South Ferry #2, L.P.
Wolfson Equities
WEKENDU Investments, L.L.C.
American National Insurance Company
Thomas M. Dunning
Carson Resources Capital Fund I, L.P.
Masco Capital Corporation
Mike McKool, Jr.
Tracor, Inc. Employees Retirement Plan
Growth Shares Ltd.
HM3/GP Partners, L.P.
The Revocable Trust of Larry S. Bacon
Gene H. Bishop
CCC/Omni Investment Partners, L.P.
Carson, a partnership
Timothy P. Costello
Stewart E. Elliott Jr.
William L. Farrell
John A. Gavin
Rodney D. Kent
Jeffrey A. Marcus
W. Thomas McGhee
James N. Mills
Bruce W. Schnitzer
SINAD Partnership
D & S Trust #2
Beatrice B. Trust
Jim L. Turner
Richard W. Vieser
Kenneth F. Yontz
Cesar A. Baez
Peter S. Brodsky
Daniel S. Dross
Jeffry S. Fronterhouse
David W. Knickel
Rebecca A. McConnell
Patrick K. McGee
Eric C. Neuman
Andrew S. Rosen
Michael D. Salim
MS Mezzeq Partners
Joni M. Blackburn
Susan M. Blaine
Frederick W. Brazelton
Michael D. Brown
Bryan B. Kornegay, Jr.
Dorinda L. Locey
Linda L. Ehlers
Jennifer L. Folk
Susie L. Henry
Heather A. Johnson
Lila R. McDermed
Janet S. Mobley
Jeffrey G. Mundy
Kim A. Shultz-Rainford
Sandra A. Seaton
Paul D. Stone
Margaret M. Taylor
Dorothy Christina Weaver
Miguel A. Noriega
Carolyn Cranor
James E. de Castro
Kenneth J. O'Keefe
Daniel Jinich
WEGOMA Diversified Investors, L.P.
Investment Analysis & Management, L.L.C.
Salim Family Enterprises, Ltd.
HM3 Late Coinvestors, L.P.
Dan H. Blanks
Glenn E. Staats
Preston W. Staats
Hicks, Cinda E. Cree-
Tate, Charles W.
Stuart, Lawrence D., Jr.
Menkes, Alan B.
The Stephen A. Levitt Trust-1996 (Dated
11/26/96)
The Melanie Levitt Trust-1996 (Dated
11/26/99)
David B. Deniger
Thomas Robert Reynolds
Hicks, Muse GP Partners III, L.P.
Hicks, Muse Fund III Incorporated
FSI Corporation
Pacific Life Insurance Company
Fayez Sarofim
Muse Family Enterprises, Ltd.
Muse Children's GS Trust
John P. Civantos
Hooh Cho
PLAN OF DISTRIBUTION
The selling stockholders may offer the common stock from time to time:
*- in one or more types of transactions (which may include block
transactions) on the New York Stock Exchange;
*- in the over-the-counter market;
*- in negotiated transactions;
*- through put or call options transactions relating to the shares of
ConAgra common stock;
*- through short sales of shares of ConAgra common stock; or
*- a combination of such methods of sale.
Sales may be made at market prices, prevailing at the time of sale, or at
negotiated prices. The selling stockholders may sell shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. The shares may also be sold by pledgees, donees, transferees or
other successors in interest of a selling stockholder.
Broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the selling stockholders and/or the purchasers
of shares of ConAgra common stock for whom such broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-
dealerbroker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act.
ConAgra has agreed to indemnify each selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares of ConAgra
common stock against certain liabilities, including liabilities arising under
the Securities Act of 1933.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act of
1933, which includes delivery through the facilities of the New York Stock
Exchange pursuant to Rule 153 under the Securities Act of 1933. Selling
stockholders also may resell all or a portion of the shares of ConAgra common
stock in open market transactions in reliance upon Rule 144 under the Securities
Act of 1933, provided they meet the criteria and conform to the requirements of
such rule.
EXPERTS
The financial statements and the related financial statement schedule incorporatedof
ConAgra as of May 30, 1999 and May 31, 1998, and for each of the three years in
this prospectus by reference from ConAgra's annual report on Form 10-K for
the fiscal yearperiod ended May 30, 1999, incorporated by reference in this registration
statement have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein
by reference in this
registration statement, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and auditing.
Documents incorporated herein by reference in the future will include financial
statements, related schedules (if required) and auditors' reports, which
financial statements and schedules will have been audited to the extent and for
the period set forth in such reports by the firm or firms rendering such
reports, and, to the extent so audited and consent to incorporation by reference
is given, will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the issuance of the shares of ConAgra common stock offered
hereby has been passed upon for ConAgra by McGrath, North, Mullin & Kratz, P.C.,
Omaha, Nebraska.
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. Our descriptions in this
prospectus of the provisions of documents filed as an exhibit to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the contents of
the documents, you should obtain the documents yourself by following the
procedures described below.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings, including the registration statement
that contains this prospectus, are available to the public over the Internet at
the SEC's website at http://www.sec.gov. You may also read and copy any document
we file with the SEC at its public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our SEC filings are
also available at the office of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered part of this prospectus and information
that we file subsequently with the SEC will automatically update and supersede
information contained in this prospectus. We incorporate by reference the
documents listed below and any filings we make with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the
initial filing of the registration statement that contains this prospectus and
prior to the time that we sell all the securities offered by this prospectus:
- Annual Report on Form 10-K for the fiscal year ended May 30, 1999
- Quarterly Reports on Form 10-Q for the quarters ended August 29, 1999,
November 28, 1999 and February 27, 2000
- Current Reports on Form 8-K dated June 22, 2000 and __________, 2000
- Registration Statement on Form 8-A, as amended, filed on October 1, 1997
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Investor Relations Department
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102.68102-5001
(402) 595-4157
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth estimated expenses to be incurred by ConAgra in
connection with the offering described in this registration statement:
Item Amount
Registration Fee $25,861$ 129,479
Printing Expenses* $ 2,000
Accounting Fees and Expenses* $10,000$ 10,000
Legal Fees and Expenses* $15,000$ 15,000
Miscellaneous Expenses* $ 2,139
TOTAL $55,0003,521
TOTAL* $ 160,000
- ---------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article V of the certificateCertificate of incorporationIncorporation of ConAgra,
ConAgra shall, to the extent required, and may, to the extent permitted, by
Section 102 and Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify and reimburse all persons whom
it may indemnity and reimburse pursuant thereto. No director shall be liable to
ConAgra or its stockholders for monetary damages for breach of fiduciary duty as
a director with respect to acts or omissions occurring on or after September 18,
1986. A director shall continue to be liable for (i)(1) any breach of a director's
duty of loyalty to ConAgra or its stockholders; (ii)(2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii)(3) paying a dividend or approving a stock repurchase which would violate
Section 174 of the General Corporation Law of the State of Delaware; or (iv)(4) any
transaction from which the director derived an improper personal benefit.
The by-laws of ConAgra provide for indemnification of ConAgra officers and
directors against all expenses, liabilities or losses reasonably incurred or
suffered by the officer or director, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or is threatened to be made a party to or is involved in any action, suit or
proceeding whether civil, criminal, administrative or investigative, by reason
of the fact such person was serving ConAgra in such capacity. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of ConAgra.
ConAgra also maintains a director and officer insurance policy which
insures the officers and directors of ConAgra and its subsidiaries against
damages, judgments, settlements and costs incurred by reason of certain wrongful
acts committed by such persons in their capacities as officers and directors.
ITEM 16. LIST OF EXHIBITS.
Exhibit
Number Description
4.1 ConAgra's Certificate of Incorporation, as amended, incorporated herein
by reference to ConAgra's annual report on Form 10-K for the fiscal
year ended May 26, 1996.
4.2 ConAgra's By-Laws, as amended, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for the quarter ended February
28, 1999.
4.3 Rights Agreement dated July 12, 1996, incorporated herein by reference
to ConAgra's current report on Form 8-K dated July 12, 1996.
4.4 Certificate of Adjustment dated October 1, 1997 to Rights Agreement,
incorporated herein by reference to ConAgra's quarterly report on Form
10-Q for the quarter ended August 24, 1997.
4.5 Amendment to Rights Agreement dated as of July 10, 1998, incorporated
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 31, 1998.
4.6 Form of Common Stock Certificate, incorporated herein by reference to
Exhibit 4.4 of ConAgra's Registration Statement on Form S-3 (33-63081).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.*
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included(to be included in
Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
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* to be filed by amendment
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
ConAgra, Inc., a Delaware corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska,
on the 28th27 day of September, 1999.July, 2000.
CONAGRA, INC.
By: /s/ Bruce C. Rohde
---------------------------------
Bruce C. Rohde
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the
capacities indicated on the 28th27 day of September, 1999.July, 2000.
Signature Title
/s/ Bruce C. Rohde President, Chief Executive Officer
- ---------------------------------
Bruce C. Rohde and Director
/s/ James P. O'Donnell Executive Vice President and Chief - --------------------------------- Financial Officer and Corporate
James P. O'Donnell SecretaryOfficer (Principal Financial Officer)
/s/ Jay D. Bolding Senior Vice President and Controller
- ---------------------------------
Jay D. Bolding (Principal Accounting Officer)
Philip B. Fletcher* Director
C. M. Harper* Director
Robert A. Krane* Director
Mogens Bay* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Clayton K. Yeutter* Director
* Bruce C. Rohde, by signing his name hereto, signs this registration
statement on behalf of each of the persons indicated. A Power-of-Attorney
authorizing Bruce C. Rohde to sign this registration statement on behalf of
each of the indicated Directors of ConAgra, Inc. is filed hereto as Exhibit
24.
By: /s/ Bruce C. Rohde
---------------------------------
Bruce C. Rohde
Attorney-In-Fact
INDEX OF EXHIBITS
Exhibit
Number Description
4.1 ConAgra's Certificate of Incorporation, as amended, incorporated
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 26, 1996.
4.2 ConAgra's By-Laws, as amended, incorporated herein by reference to
ConAgra's quarterly report on Form 10-Q for the quarter ended
February 28, 1999.
4.3 Rights Agreement dated July 12, 1996, incorporated herein by
reference to ConAgra's current report on Form 8-K dated July 12,
1996.
4.4 Certificate of Adjustment dated October 1, 1997 to Rights Agreement,
incorporated herein by reference to ConAgra's quarterly report on
Form 10-Q for the quarter ended August 24, 1997.
4.5 Amendment to Rights Agreement dated as of July 10, 1998, incorporated
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 31, 1998.
4.6 Form of Common Stock Certificate, incorporated herein by reference to
Exhibit 4.4 of ConAgra's Registration Statement on Form S-3
(33-63081).
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.*
23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included(to be included in
Exhibit 5.1).*
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
- ------------
* to be filed by amendment