-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Isfxipz4EWsb62CVq1t+qQpcmKd6rINH/CDNAEo/vjcegQiloYr5hbKslPBHEGnS IouL47uXoLdiowIkzf1R7w== 0000023217-96-000038.txt : 19961211 0000023217-96-000038.hdr.sgml : 19961211 ACCESSION NUMBER: 0000023217-96-000038 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961210 EFFECTIVENESS DATE: 19961210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17573 FILM NUMBER: 96678656 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 S-8 1 Registration No. 333-______ ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 __________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ CONAGRA, INC. (Exact Name of Issuer as Specified in its Charter) Delaware 47-0248710 (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 (Address of Principal Executive Offices) (Zip Code) ______________________________________ ConAgra Retirement Income Savings Plan (Full Title of the Plan) ______________________________________ James P. O'Donnell, Senior Vice President and Chief Financial Officer ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 (Name and Address of Agent for Service) Telephone Number, Including Area Code, of Agent for Service: 402-595-4000 CALCULATION OF ADDITIONAL REGISTRATION FEE ==================================================================== Title of Amount to Proposed maxi- Proposed maxi- Amount of securi- be regis- mum offering mum aggregate registra- ties to be tered price per offering price tion fee registered share (2) (2) ___________________________________________________________________ Common 7,000,000 $49.94 $349,580,000 $105,935 Stock 1 In addition, pursuant to Rule 416(c), this Registration State- ment covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and low sales prices as reported in the consolidated reporting system on December 6, 1996. ConAgra, Inc. ("ConAgra") has previously filed several registration statements, including Registration Nos. 2-81244, 2-96891, 33-15815, 33-28079, 33-48295 and 33-50113 (collectively the "Prior Registrations"), registering interests in the ConAgra Retirement Income Savings Plan (the "Plan") and shares of ConAgra common stock issuable under the Plan. ConAgra has previously registered 10,000,000 shares of ConAgra common stock in connection with the Plan. This Registration Statement registers an additional 7,000,000 shares of ConAgra common stock issuable under the Plan, together with an indeterminate amount of interests to be offered or sold pursuant to the Plan. Pursuant to Instruction E of Form S-8, the contents of the Prior Registrations are hereby incorporated by reference in this Registration Statement. INDEX TO EXHIBITS Exhibit No. Page 23 - Consent of Deloitte & Touche LLP....... 24 - Powers of Attorney..................... SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, and the State of Nebraska, on this 9th day of December, 1996. CONAGRA, INC. /s/ P. B. Fletcher _________________________ P. B. Fletcher Chairman of the Board and Chief Executive Officer __________________________________ Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 9th day of December, 1996 by the following persons in the capacities indicated. Signature Title /s/ P. B. Fletcher Chairman of the Board and ___________________________ Chief Executive Officer P. B. FLETCHER /s/ James P. O'Donnell Senior Vice President and ___________________________ Chief Financial Officer JAMES P. O'DONNELL /s/ Kenneth Difonzo Vice President/Controller ___________________________ KENNETH DIFONZO C. M. Harper* Director Robert A. Krane* Director Gerald Rauenhorst* Director Carl E. Reichardt* Director Bruce C. Rohde Director Ronald W. Roskens* Director Marjorie M. Scardino* Director Walter Scott, Jr.* Director William G. Stocks* Director Jane J. Thompson* Director Frederick B. Wells* Director Thomas R. Williams* Director Clayton K. Yeutter* Director * This Registration Statement has been signed by the undersigned as attorney-in-fact on behalf of each person so indicated pursuant to a power of attorney duly executed by each such person. /s/ P. B. Fletcher __________________________ P. B. FLETCHER Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, the undersigned who administers the employee benefit plan 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 December 9, 1996. ConAgra Retirement Income Savings Plan /s/ Gerald B. Vernon By:_____________________________________ GERALD B. VERNON Chairman, Benefits Committee EX-23 2 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-8 of our reports dated July 12, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of ConAgra, Inc. for the year ended May 26, 1996. We also consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-8 of our report dated May 24, 1996, appearing in the Annual Report on Form 11-K of the ConAgra Retirement income Savings Plan for the year ended December 31, 1995. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska December 9, 1996 EX-24 3 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ C. M. Harper ___________________________ C. M. HARPER, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Robert A. Krane _____________________________ ROBERT A. KRANE, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Gerald Rauenhorst ____________________________ GERALD RAUENHORST, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Carl E. Reichardt ___________________________ CARL E. REICHARDT, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Ronald W. Roskens ____________________________ RONALD W. ROSKENS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Marjorie M. Scardino ______________________________ MARJORIE M. SCARDINO, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Walter Scott, Jr. ______________________________ WALTER SCOTT, JR., Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ William G. Stocks __________________________ WILLIAM G. STOCKS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Jane J. Thompson ______________________________ JANE J. THOMPSON, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Frederick B. Wells ___________________________ FREDERICK B. WELLS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 5th day of December, 1996. /s/ Thomas R. Williams ______________________________ THOMAS R. WILLIAMS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under any and all employee benefit plans of this Corporation qualified under Section 401 of the Internal Revenue Code, together with interests in such employee benefit plans, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 5th day of December, 1996. /s/ Clayton K. Yeutter ____________________________ CLAYTON K. YEUTTER, Director -----END PRIVACY-ENHANCED MESSAGE-----