-----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, WKz5tXs3XimI6mc3Ebnf5v3nVNFXoPidIk8OLFipxqUC6SxdsnU179wBo/Fnjqvr p8JouJEoqdEyPqHNq2V6iw== 0000023217-99-000002.txt : 19990114 0000023217-99-000002.hdr.sgml : 19990114 ACCESSION NUMBER: 0000023217-99-000002 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990113 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: 0531 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-68715 FILM NUMBER: 99505617 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-3/A 1 AMENDMENT TO REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 13, 1999. Registration Statement No. 333-68715 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- ConAgra, Inc. (Exact name of registrant as specified in its charter) One ConAgra Drive Omaha, Nebraska 68102-5001 Delaware (402) 595-4000 47-0248710 (State or other jurisdic- (Address, including zip code, (I.R.S. Employer tion of incorporation or and telephone number, including Identification No.) organization) area code, of registrant's principal executive offices) James P. O'Donnell Executive Vice President, Chief Financial Officer and Corporate Secretary 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 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: From time to time after this registration statement becomes effective. If the 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 being 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| 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. [_] The registrant hereby amends this registration statement on the dates as necessary to delay its effective date until the registrant files a further amendment which specifically states that this registration statement will be effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Commission, acting pursuant to Section 8(a), may determine. 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 $ 480,928** Printing Expenses* $ 35,000 Accounting Fees and Expenses* $ 25,000 Legal Fees and Expenses* $ 50,000 Trustee Fees* $ 6,000 Rating Agency $ 75,000 Miscellaneous Expenses* $ 3,072 ---------------- TOTAL $ 675,000* - ----------------------
*Estimated **This fee has previously been paid by ConAgra. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Article V of the Certificate of Incorporation 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) any breach of a director's duty of loyalty to ConAgra or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) 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) 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 they 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. II-1 ITEM 16. LIST OF EXHIBITS. Exhibit Number Description 1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1 of ConAgra's Registration Statement on Form S-3 (33-55626). 4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of ConAgra's Registration Statement on Form S-3 (33-36967). 4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's Registration Statement on Form S-3 (33-55626). 5.1 Opinion of McGrath, North, Mullin & Kratz, P.C. 12.1 Statement Regarding Computation of Earnings to Fixed Charges incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 30, 1998. 23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche.* 24 Powers of Attorney.* 25 Form T-1 Statement of Eligibility.* - ------------- *Previously filed 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 herein, 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. II-2 (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 or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed 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. II-3 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 Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on the 13th day of January, 1999. CONAGRA, INC. /s/ Bruce Rohde By:____________________________________ Bruce Rohde Chairman, Chief Executive Officer President Pursuant to the requirements of the Securities Act of 1933 this Amendment to Registration Statement has been signed below by the following persons in the capacities indicated on the 13th day of January, 1999. Signature Title /s/ Bruce Rohde _______________________________ Chairman, Chief Executive Officer, President Bruce Rohde and Director /s/ James P. O'Donnell _____________________________ Executive Vice President James P. O'Donnell Chief Financial Officer and Corporate Secretary (Principal Financial Officer) /s/ Kenneth W. DiFonzo _____________________________ Senior Vice President and Corporate Controller Kenneth W. DiFonzo (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 Jane J. Thompson* Director Thomas R. Williams* Director Clayton K. Yeutter* Director *Bruce Rohde, by signing his name hereto, signs this Amendment to Registration Statement on behalf of each of the persons indicated. A Power-of-Attorney authorizing Bruce Rohde to sign this Amendment to Registration Statement on behalf of each of the indicated Directors of ConAgra, Inc. was previously filed hereto as Exhibit 24. /s/ Bruce Rohde By:________________________________________ Bruce Rohde Attorney-In-Fact II-4 INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION PAGE 1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1 of ConAgra's Registration Statement on Form S-3 (33-55626). 4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of ConAgra's Registration Statement on Form S-3 (33-36967). 4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's Registration Statement on Form S-3 (33-55626). 5.1 Opinion of McGrath, North, Mullin & Kratz, P.C. 12.1 Statement Regarding Computation of Earnings to Fixed Charges incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 30, 1998. 23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche.* 24 Powers of Attorney.* 25 Form T-1 Statement of Eligibility.*
____________ *Previously filed II-5 EX-5.1 2 LEGAL OPINION Exhibit 5.1 McGrath, North, Mullin & Kratz, P.C. 1400 One Central Park Plaza 222 South 15th Street Omaha, Nebraska 68102 (402) 341-3070 January 13, 1999 ConAgra, Inc. One ConAgra Drive Omaha, NE 68102-5001 Ladies and Gentlemen: ConAgra, Inc. (the "Company") proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a registration statement on Form S-3 (the "Registration Statement") covering up to $1,665,000,000 of debt securities of the Company (the "Debt Securities" ) which are to be issued in one or more series from time to time under an indenture (the "Indenture"), the form of which appears as an exhibit to the Registration Statement. In connection with the foregoing, we have examined corporate records of the Company and such other documents and materials as we considered relevant to the opinions set forth below, and have made such investigation of matters of law and fact as we have considered appropriate. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power to execute and deliver the Indenture and the Debt Securities. 2. The execution and delivery of the Indenture by the Company has been duly authorized, and, subject to compliance with the procedures specified in the Indenture relating to the authorization of the several series of Debt Securities, the issuance of the Debt Securities in such series will be duly authorized; and when the Debt Securities of a series has been so authorized and executed by the Company, authenticated by the trustee and delivered against payment therefor, the Debt Securities of such series will constitute legally issued, valid and binding obligations of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the section entitled "Legal Matters" of the Registration Statement. Very truly yours, McGRATH, NORTH, MULLIN & KRATZ, P.C. /s/ David L. Hefflinger FOR THE FIRM -----END PRIVACY-ENHANCED MESSAGE-----