-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Kac7z2tLyl0gAEKTnRVFgRBKzSCaWIHFwkDhGPATTZxD94ChYxv5jo3bUsrc5hwq Zdm7UxqRcupi/RqBHo6RIA== 0000023217-94-000025.txt : 19941221 0000023217-94-000025.hdr.sgml : 19941221 ACCESSION NUMBER: 0000023217-94-000025 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19941220 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56973 FILM NUMBER: 94565468 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA CAPITAL LC CENTRAL INDEX KEY: 0000920139 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56973-01 FILM NUMBER: 94565469 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DRIVE CITY: OMAHA STATE: NE ZIP: 68102-5001 BUSINESS PHONE: 4025954000 MAIL ADDRESS: STREET 1: CONAGRA CAPITAL LC STREET 2: ONE CONAGRA DRIVE CITY: OMAHA STATE: NE ZIP: 68102-5001 S-3 1 CAG 12/94 S-3 As filed with the Securities and Exchange Commission on December 20, 1994 Registration Statement No. 33-_____________ and No. 33-_____________ -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________________ ConAgra, Inc. ConAgra Capital, L.C. (Exact name of registrant (Exact name of coregistrant as specified in its charter) as specified in its charter) Delaware Iowa (State or other jurisdiction of (State of other jurisdiction of incorporation or organization) incorporation or organization) 47-0248710 Applied For (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) One ConAgra Drive Omaha, Nebraska 68102-5001 (402) 595-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Stephen L. Key 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 John M. Brandow McGrath, North, Mullin & Kratz, P.C. Davis Polk & Wardwell Suite 1400 450 Lexington Avenue One Central Park Plaza New York, NY 10017 Omaha, NE 68102 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the securities being registered on this Form are being offered pursuant to dividend or interest reimbursement 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/ __ __________________________ CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------- - PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED SECURITY(1) PRICE(2) FEE ConAgra, Inc. Debt Securities ........... ConAgra Capital, L.C. Preferred Securities.. ConAgra, Inc. Backup Undertakings consisting {$250,000,000 100% $250,000,000 $86,207 of certain obligations to be incurred by ConAgra, Inc. with respect to ConAgra Capital L.C. Preferred Securities(2)......... __________________________ ------------ (1) Estimated solely for the purposes of calculating the registration fee. (2) Backup Undertakings consist of certain obligations which may be incurred by ConAgra, Inc. in connection with ConAgra Capital, L.C. securities, including debentures of ConAgra, Inc., a ConAgra Guarantee Agreement, and a ConAgra Expense Payment Agreement. No separate consideration will be received for the Backup Undertakings offered with respect to the ConAgra Capital, L.C. Preferred Securities.
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 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), may determine. Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus which is a part of this registration statement is a combined Prospectus relating also to registration statements Nos. 33-52649 and 33-52649-01. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. ----------------------------------------------------------------- -- Subject to completion dated December __, 1994. PROSPECTUS [ConAgra Logo] $425,000,000 CONAGRA CAPITAL, L.C. Preferred Securities and CONAGRA, INC. Debt Securities ______________________ ConAgra, Inc. ("ConAgra") from time to time may offer its debt securities (the "Debt Securities"), at an aggregate initial offering price not to exceed the equivalent of $425,000,000, in separate series in amounts and prices and on terms to be determined at the time of sale. The Debt Securities may be denominated in U.S. dollars or in any other currency, including composite currencies such as the European Currency Unit, as may be designated by ConAgra (the "Specified Currency"). Debt Securities may be sold for U.S. dollars or any other currency, including composite currencies and the principal of and any interest on Debt Securities may likewise be payable in U.S. dollars, or in any other currency, including composite currencies, in each case, as ConAgra specifically designates. ConAgra Capital, L.C. ("ConAgra Capital"), an indirectly wholly-owned finance subsidiary of ConAgra, may also offer from time to time its preferred interests ("Preferred Securities"), in one or more series, at an aggregate initial public offering price not to exceed $425,000,000 at the time of sale. Any issue of Preferred Securities shall correspondingly reduce the amount of Debt Securities available for offer and sale hereunder. The payment of distributions (herein referred to as "dividends"), if and to the extent declared out of moneys held by ConAgra Capital and legally available therefor, and to the extent funds are legally available therefor payments on liquidation or redemption with respect to the Preferred Securities are guaranteed on a limited basis (the "Limited Guarantee") by ConAgra to the extent set forth herein. No portion of the dividends received by a holder of the Preferred Securities will be eligible for the dividends received deduction for federal income tax purposes. The Limited Guarantee will rank subordinate and junior in right of payment to all other liabilities of ConAgra and pari passu to the most senior preferred stock issued by ConAgra and senior to ConAgra's common stock. See "ConAgra", "Description of Preferred Securities--Miscellaneous," "Description of the Limited Guarantee" and "Description of the Debentures" for a description of the various contractual backup obligations of ConAgra relating to the Preferred Securities. Specific terms of the securities in respect of which this Prospectus is being delivered ("Offered Securities") will be set forth in an accompanying Prospectus Supplement ("Prospectus Supplement"), together with the terms of the offering of the Offered Securities, the initial price thereof and the net proceeds from the sale thereof. The Prospectus Supplement will set forth with regard to the particular Offered Securities, without limitation, the following: (i) in the case of Debt Securities, the specific designation, aggregate principal amount, authorized denomination, maturity, rate (which may be fixed or variable) or method of calculation of interest and dates for payment thereof, and any exchangeability, conversion, redemption, prepayment or sinking fund provisions and any listing on a securities exchange, and (ii) in the case of Preferred Securities, the designation, number of shares or fractional interests therein, liquidation preference per security, initial public offering price, dividend rate (or method of calculation thereof), dates on which dividends shall be payable and dates from which dividends shall accrue, any voting rights, any redemption or exchange provisions, any other rights, preferences, privileges, limitations and restrictions relating to the Preferred Securities of a specific series, the terms upon which the proceeds of the sale of the Preferred Securities will be loaned to ConAgra, and any listing on a securities exchange. ________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________ The Offered Securities may be offered directly, through agents designated from time to time, through dealers or through underwriters. Such agents or underwriters may act alone or with other agents or underwriters. See "Plan of Distribution". Any such agents, dealers or underwriters are set forth in the Prospectus Supplement. If an agent of ConAgra or a dealer or underwriter is involved in the offering of the Offered Securities, the agent's commission, dealer's purchase price, underwriter's discount and net proceeds to ConAgra will be set forth in, or may be calculated from, the Prospectus Supplement. Any underwriters, dealers or agents participating in the offering may be deemed "underwriters" within the meaning of the Securities Act of 1933. This Prospectus may not be used to consummate sales of Offered Securities unless accompanied by a Prospectus Supplement. _______________ _______________ The date of this Prospectus is December __, 1994 IN CONNECTION WITH AN OFFERING, THE UNDERWRITERS FOR SUCH OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, salesman or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Prospectus or any Prospectus Supplement, and, if given or made, such information or representation must not be relied upon as having been authorized by ConAgra, ConAgra Capital or by any underwriter, agent or dealer. This Prospectus and any Prospectus Supplement shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus and any Prospectus Supplement nor any sale made thereunder shall, under any circumstances, create any implication that the 3 information therein is correct as of any time subsequent to the date thereof. _______________ AVAILABLE INFORMATION ConAgra is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The registration statement of which this Prospectus forms a part, as well as reports, proxy statements and other information filed by ConAgra, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at 500 West Madison Street, Chicago, Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Reports and other information herein and therein concerning ConAgra can also be inspected at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus constitutes a part of Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") filed with the Commission under the Securities Act of 1933 (the "Securities Act") with respect to the Offered Securities. This Prospectus does not contain all of the information set forth in such Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement and to the exhibits relating thereto for further information with respect to ConAgra and the Offered Securities. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the Commission or incorporated by reference herein are not necessarily complete, and in each instance reference is made to the copy of such document so filed for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference. No separate financial statements of ConAgra Capital have been included herein. ConAgra and ConAgra Capital do not consider that such financial statements would be material to holders of Preferred Securities of ConAgra Capital because ConAgra Capital is a special purpose entity, has no operating history and no independent operations and is not engaged in, and does not propose to engage in, any activity other than the issuance of its securities and the lending of the proceeds 4 thereof to ConAgra. See "ConAgra Capital, L.C.". ConAgra Capital is a limited liability company organized under the laws of the state of Iowa and will be managed by certain indirect wholly-owned subsidiaries of ConAgra, which subsidiaries beneficially own all of ConAgra Capital's common securities, which are non-transferable. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents, which have been filed with the Commission, are hereby incorporated by reference: 1. Annual Report on Form 10-K of ConAgra for the fiscal year ended May 29, 1994; 2. Quarterly Report on Form 10-Q of ConAgra for the fiscal quarter ended August 28, 1994; and 3. Current Report on Form 8-K dated June 8, 1994. All documents filed by ConAgra after the date of this Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of the offering of the Offered Securities offered hereby, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statements as modified or superseded shall be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ConAgra will provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus (other than certain exhibits to such documents). Requests for such documents may be made by writing ConAgra, Inc., One ConAgra Drive, Omaha, Nebraska 68102-5001 (Attention: Corporate Communications Department) or by calling (402) 595-4157. THE COMPANY 5 ConAgra is a diversified food company operating across the food chain in three industry segments: Agri-Products, Trading & Processing, and Prepared Foods. In the Agri-Products segment, ConAgra is a leading distributor of crop protection chemicals. ConAgra also formulates pesticides, produces animal health care products and markets animal health care products by direct mail. ConAgra is a producer of formula feed and feed additives; a distributor, merchandiser, and marketer of fertilizer; and a specialty retailer with over 200 farm stores and fabric and crafts stores located principally in agricultural areas. In the Trading & Processing segment, ConAgra is a leading U.S. flour miller. ConAgra also mills oats and dry corn; manufactures brewers malt; packages private label flour, corn meal, and mixes; markets specialty food ingredients; and merchandises feed ingredients. ConAgra is a worldwide trader of grain, oilseeds, fertilizer, edible beans and peas, sulfur, wool and other commodities. ConAgra has processing and/or trading operations in Canada, Australia, Europe, Asia and Latin America as well as in the U.S. In the Prepared Foods segment, ConAgra is a leading producer and marketer of frozen prepared foods, shelf-stable prepared foods, fresh red meats, branded processed red meats, chicken and turkey products, seafood products, cheese and other dairy products and potato products. ConAgra's prepared food brands include Armour, Chun King Frozen, Banquet, Healthy Choice, Kid Cuisine, Country Pride, Country Skillet, Monfort, Longmont, Morton, Patio, Taste O'Sea, Decker, Golden Star, Webber Farms, Cook's, Singleton, Hunt's, Wesson, Manwich, Orville Redenbacher's, Peter Pan, Snack Pack, Swiss Miss, La Choy, Rosarita, Gebhardt, Butterball, Swift Premium, Eckrich, Treasure Cave, County Line, Reddi-Wip, Act II. and Marie Callender's. ConAgra's finance businesses provide specialized, self- financed financial services related to the food industry. Borrowings of the finance businesses are not guaranteed by ConAgra. The principal businesses are financing, leasing and insurance services for the red meat business included in the Prepared Foods segment. Acquisitions have contributed substantially to ConAgra's 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, the Morton, Chun King and Patio frozen food businesses, SIPCO (formerly Swift Independent Packing Company), the assets of Armour Food Company, 50% of Trident Seafoods, Pillsbury's grain merchandising business, eight U.S. flour mills acquired from International Multifoods, Beatrice Company, the assets of Elders' malt and wool business in Australia, approximately 91% of Elders' beef business in 6 Australia, Golden Valley Microwave Foods, Universal Frozen Foods and MC Retail Foods. ConAgra anticipates that it will continue to grow internally and through acquisitions. ConAgra is divesting certain non-core businesses. These include but are not limited to specialty retailing businesses, a pet accessories business and Geldermann, Inc., a financial services business. The Geldermann divestiture has been completed. Sales and earnings of businesses divested and identified for divestiture account for less than five percent of ConAgra's total sales and earnings and are not material to ConAgra's results of operations. Certain of ConAgra's businesses are subject to significant variation in performance as a consequence of seasonal, cyclical or other industry conditions. For example, ConAgra's fertilizer business is seasonal, with stronger profits expected during the spring planting season. The poultry industry has traditionally been cyclical, with margins expanding and contracting as production contracts and expands. ConAgra's international trading businesses' results are affected by political, economic and environmental factors which influence commodity prices and markets. In the short to intermediate term, ConAgra's reported earnings can be favorably or unfavorably impacted in a material way if industry conditions in a number of businesses are either positive or negative at the same time. ConAgra's principal executive office is located at One ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595- 4000. CONAGRA CAPITAL ConAgra Capital, wholly-owned by two indirect wholly-owned subsidiaries of ConAgra (the "Subsidiaries"), is a limited liability company organized under the laws of the state of Iowa. The principal executive offices of ConAgra Capital and its Managing Members (as defined below) are presently located at One ConAgra Drive, Omaha, Nebraska 68102-5001, telephone: (402) 595- 4000. The Subsidiaries own all of the common interests ("Common Securities") of ConAgra Capital, which Common Securities are nontransferable. The Subsidiaries have unlimited liability for the debts, obligations and liabilities of ConAgra Capital. ConAgra Capital exists solely for the purpose of issuing preferred and common securities and lending the net proceeds thereof to ConAgra. Financial statements of ConAgra Capital will be made available to holders of Preferred Securities annually as soon as practicable after the end of ConAgra Capital's fiscal year. ConAgra and ConAgra Capital have entered into an agreement pursuant to which ConAgra has agreed to guarantee the payment of 7 any liabilities incurred by ConAgra Capital (other than obligations to holders of Preferred Securities). The agreement expressly provides that such agreement is for the benefit of, and is enforceable by, third parties to whom ConAgra Capital owes such obligations. USE OF PROCEEDS ConAgra intends to add the net proceeds from the sale of Offered Securities to its general funds, to be used for general corporate purposes, including working capital, capital expenditures, the repayment of commercial paper, repayment of loans under bank credit agreements and repayment of other short and intermediate term borrowings. Prior to such application, such net proceeds may be invested in short or intermediate term securities. Except as may be indicated in the Prospectus Supplement, no specific determination as to the use of the proceeds of the Offered Securities in respect to which this Prospectus is being delivered has been made. ConAgra anticipates that it will raise additional funds from time to time through equity or debt financing, including borrowings under its revolving credit agreements, to finance its businesses worldwide. ConAgra Capital will loan to ConAgra all proceeds received by ConAgra Capital from the sale of its Preferred Securities. RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth the ratio of earnings to combined fixed charges and preferred stock dividends for the periods indicated.
Three Months Ended Fiscal Years Ended May August 28, ------------------------------------- 1994 1994 1993 1992 1991 1990 ---------- ---- ---- ---- ---- ---- 2.2 2.7 2.5 2.2 2.2 2.5
For the purpose of computing the above ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of income before taxes and fixed charges. Fixed charges, for the purpose of computing earnings, are adjusted to exclude interest capitalized and that component of fixed charges representing ConAgra's proportionate share of the preferred stock 8 dividend requirement of a 50% owned subsidiary. Fixed charges include interest on both long and short term debt (whether said interest is expensed or capitalized and including interest charged to cost of goods sold), a portion of noncancellable rental expense representative of the interest factor and ConAgra's proportionate share of the preferred stock dividend requirement of a 50% owned subsidiary, excluding that which would be eliminated in consolidation. Preferred stock dividend requirements are computed by increasing preferred stock dividends to an amount representing pre-tax earnings which would be required to cover such dividend requirements. The ratio is computed using the amounts for ConAgra as a whole, including its majority-owned subsidiaries, whether or not consolidated, and its proportionate shares of any 50% owned subsidiaries whether or not ConAgra guarantees obligations of these subsidiaries. DESCRIPTION OF PREFERRED SECURITIES The following is a summary of certain terms and provisions of the Preferred Securities of any series. Certain terms and provisions of the Preferred Securities of a particular series will be summarized in the Prospectus Supplement relating to the Preferred Securities of such series. If so indicated in the Prospectus Supplement, the terms and provisions of the Preferred Securities of a particular series may differ from the terms set forth below. The summaries set forth below and in the applicable Prospectus Supplement address the material terms of the Preferred Securities of any particular series but do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Articles of Organization of ConAgra Capital (the "Certificate"), the Operating Agreement of ConAgra Capital (the "Agreement") and the written actions adopted, or to be adopted, by the Subsidiaries, in their capacity as the holders of all of ConAgra Capital's Common Securities (the "Managing Members"), establishing the rights, preferences, privileges, limitations and restrictions relating to the Preferred Securities of any series or of a particular series. The Certificate and the Agreement are set forth as exhibits to the Registration Statement of which this Prospectus forms a part. Pursuant to the Certificate, holders of the Preferred Securities are bound by the Agreement. General ConAgra Capital is authorized to issue common securities and preferred securities. The preferred securities may be issued in one or more series or classes, with such dividend rights, liquidation preferences, redemption provisions, voting rights and other rights, preferences, privileges, limitations and 9 restrictions as shall be set forth in the Agreement and the resolutions providing for the issuance thereof adopted by the Managing Members. All of the Preferred Securities, to be issued in one or more series or classes, will rank pari passu with each other with respect to participation in profits and assets. The Preferred Securities of any series will be issued in registered form only without dividend coupons. Registration of, and registration of transfers of, the Preferred Securities of any series will be by book entry only. The Preferred Securities of any series will have the dividend rights, rights upon liquidation, redemption provisions and voting rights set forth below, unless otherwise provided in the Prospectus Supplement relating to the Preferred Securities of a particular series. Reference is made to the Prospectus Supplement relating to the Preferred Securities of any additional series for specific terms, including (i) the designation of the Preferred Securities of such series, (ii) the price at which the Preferred Securities of such series will be issued, (iii) the dividend rate (or method of calculation thereof), the dates on which dividends will be payable and the dates from which dividends shall accrue, (iv) the voting rights, if any, (v) any redemption or exchange provisions, which may include any exchange of the Preferred Securities as a result of changes in or other developments in applicable tax law, (vi) the stated liquidation preference, (vii) any other rights, preferences, privileges, limitations and restrictions relating to the Preferred Securities of such series and (viii) the terms upon which the proceeds from the sale of the Preferred Securities of such series will be loaned to ConAgra. Series A Preferred Securities ConAgra Capital has $100,000,000 aggregate principal amount of its 9% Series A Cumulative Preferred Securities (the "Series A Preferred Securities") outstanding entitled to cumulative preferential cash dividends at an annual rate of 9% of the liquidation preference of $25 per security, accruing from April 27, 1994, and payable monthly in arrears on the last day of each calendar month of each year, commencing May 31, 1994. The Series A Preferred Securities are redeemable, at the option of ConAgra Capital (with ConAgra's consent), in whole or in part, from time to time, on or after May 31, 1999 at $25 per security plus accumulated and unpaid dividends to the date of redemption ("Series A Applicable Price"), and will be redeemed at such price from the proceeds of any permanent repayment of the Series A Debentures issued by ConAgra to ConAgra Capital upon the loan to ConAgra of the proceeds from the sale of the Series A Preferred Securities. ConAgra may, at any time following a Tax Event (as defined under "Redemption and Exchange" below) occurring after April 20, 1994, cause ConAgra Capital (i) to exchange the Series A Preferred Securities for Series A Debentures or (ii) in certain circumstances relating to the nondeductibility of interest on the Series A Debentures, to redeem the Series A Preferred Securities at the Series A Applicable Price. The 10 Series A Preferred Securities were sold on April 27, 1994 and are listed on the New York Stock Exchange. The Series A Preferred Securities and the Series B Preferred Securities, described below, rank pari passu with each other with respect to dividends, payments under the Limited Guarantee and payments upon liquidation of the assets of ConAgra Capital. Series B Preferred Securities ConAgra Capital has $175,000,000 aggregate principal amount of its Series B Adjustable Rate Cumulative Preferred Securities (the "Series B Preferred Securities") outstanding entitled to cumulative preferential cash dividends equal to the highest of certain treasury bill rates. Dividends are payable monthly in arrears on the last day of each calendar month of each year, commencing June 30, 1994 and the dividend rate is adjusted quarterly. The dividend rate for the dividend periods ending December 31, 1994 and January 31 and February 28, 1995 will be 7.695% per annum. The Series B Preferred Securities are redeemable, at the option of ConAgra Capital (with ConAgra's consent), in whole or in part, from to time, on or after June 30, 1999 at $25.00 per security plus accumulated and unpaid dividends to the date of redemption ("Series B Applicable Price"), and will be redeemed at such price from the proceeds of any permanent repayment of the Series B Debentures issued by ConAgra to ConAgra Capital upon the loan to ConAgra of the proceeds from the sale of the Series B Preferred Securities. ConAgra may, at any time following a Tax Event occurring after June 1, 1994, cause ConAgra Capital (i) to exchange the Series B Preferred Securities for Series B Debentures or (ii) in certain circumstances relating to the nondeductibility of interest on the Series B Debentures, to redeem the Series B Preferred Securities at the Series B Applicable Price. The Series B Preferred Securities were sold on June 8, 1994, and are listed on the New York Stock Exchange. Dividends Dividends on the Preferred Securities will be cumulative. Cumulative dividends on any series of Preferred Securities will accrue from the date specified in the applicable Prospectus Supplement and will be payable monthly in arrears on the last day of each calendar month of each year, commencing on the date specified in the Prospectus Supplement relating to such series. The dividend applicable to the Preferred Securities of a particular series will be the fixed rate per annum specified in the Prospectus Supplement relating to such series or will be determined pursuant to the formula specified in such Prospectus Supplement. The amount of dividends payable for any full monthly dividend period will be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly dividend period, will be computed on the basis of the actual number of days elapsed in such period. ConAgra Capital 11 may only pay dividends to the extent it has funds legally available to make such payments. See "Description of the Limited Guarantee" and "Description of the Debentures" below. Dividends on the Preferred Securities of any series will be declared by the Managing Members of ConAgra Capital to the extent that the Managing Members reasonably anticipate that at the time of payment ConAgra Capital will have, and must be paid by ConAgra Capital to the extent that at the time of proposed payment it has, (i) funds legally available for the payment of such dividends and (ii) cash on hand sufficient to permit such payments. It is anticipated that ConAgra Capital's funds will be limited to payments under the debentures (the "Debentures") issued by ConAgra that will evidence the loans to be made by ConAgra Capital to ConAgra of the proceeds of (i) Preferred Securities of each series and (ii) ConAgra Capital's Common Securities and related capital contributions. See "Description of the Debentures." Dividends declared on the Preferred Securities of any series will be payable to the record holders thereof as they appear on the register for the Preferred Securities of such series on the relevant record dates, which will be, unless otherwise specified in the Prospectus Supplement relating to each such series, one Business Day (as hereinafter defined) prior to the relevant payment dates. Subject to any applicable fiscal or other laws and regulations, each such payment will be made as described under "Book-Entry-Only Issuance; The Depository Trust Company" below. In the event that any date on which dividends are payable on the Preferred Securities of any series is not a Business Day, then payment of the dividend payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. A "Business Day" shall mean any day other than a day on which banking institutions in The City of New York are authorized or required by law to close. Except as described herein and in the Prospectus Supplement relating to the Preferred Securities of a particular series, holders of the Preferred Securities of any series will have no other right to participate in the profits of ConAgra Capital. Certain Restrictions on ConAgra Capital If dividends have not been paid in full on the Preferred Securities of any series, ConAgra Capital shall not: (i) pay, or declare and set aside for payment, any dividends on the Preferred Securities of any other series or any other preferred securities in ConAgra Capital ranking pari passu with the Preferred Securities of such series as 12 regards participation in profits of ConAgra Capital ("ConAgra Capital Dividend Parity Securities"), unless the amount of any dividends declared on any ConAgra Capital Dividend Parity Securities is paid on ConAgra Capital Dividend Parity Securities and the Preferred Securities of such series on a pro rata basis on the date such dividends are paid on such ConAgra Capital Dividend Parity Securities, so that (x) (A) the aggregate amount paid as dividends on the Preferred Securities of such series bears to (B) the aggregate amount paid as dividends on ConAgra Capital Dividend Parity Securities the same ratio as (y) (A) the aggregate of all accumulated arrears of unpaid dividends on the Preferred Securities of such series bears to (B) the aggregate of all accumulated arrears of unpaid dividends on ConAgra Capital Dividend Parity Securities; (ii) pay, or declare and set aside for payment, any dividends on any securities in ConAgra Capital ranking junior to the Preferred Securities of such series as to dividends ("ConAgra Capital Dividend Junior Securities"); or (iii) redeem, purchase or otherwise acquire any ConAgra Capital Dividend Parity Securities or ConAgra Capital Dividend Junior Securities; until, in each case, such time as all accumulated arrearages of unpaid dividends on the Preferred Securities of such series shall have been paid in full for all dividend periods terminating on or prior to, in the case of clauses (i) and (ii), such payment, and in the case of clause (iii), the date of such redemption, purchase or other acquisition. So long as the Preferred Securities of any series are represented by one or more global certificates, dividends on such series of Preferred Securities shall have been paid in full with respect to any dividend payment date for such series when the amount of dividends payable on such date has been paid to The Depository Trust Company ("DTC"). See "Book-Entry-Only Issuance; The Depository Trust Company." ConAgra Capital may not consolidate, merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described below. ConAgra Capital may, for purposes of changing its state of domicile or avoiding tax consequences adverse to ConAgra or ConAgra Capital or holders of Preferred Securities, without the consent of the holders of the Preferred Securities of any series, consolidate or merge with or into a limited liability company or limited partnership organized as such under the laws of any state of the United States of America; provided that (i) such successor entity either (x) expressly assumes all of the obligations of ConAgra Capital under each series of Preferred 13 Securities then outstanding or (y) substitutes for the Preferred Securities then outstanding other securities having substantially the same terms as the Preferred Securities then outstanding (the "Successor Securities") so long as the Successor Securities rank, with respect to participation in the profits or assets of the successor entity, at least as senior as the respective Preferred Securities rank with respect to participation in the profits or assets of ConAgra Capital, (ii) ConAgra expressly acknowledges such successor as the holder of all of the Debentures relating to each series of Preferred Securities then outstanding, (iii) such merger or consolidation does not cause any series of Preferred Securities then outstanding to be delisted by any national securities exchange or other organization on which such series is then listed, (iv) holders of outstanding Preferred Securities do not suffer any adverse tax consequences as a result of such merger or consolidation, (v) such merger or consolidation, does not cause any series of Preferred Securities to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (vi) following such merger or consolidation ConAgra and such successor limited liability company or limited partnership are in compliance with the Investment Company Act of 1940, as amended. The Managing Members are authorized and directed to conduct their affairs and to operate ConAgra Capital in such a way that ConAgra Capital would not be deemed to be an "investment company" for purposes of the Investment Company Act of 1940, as amended. In this connection, the Managing Members are authorized to take any action not inconsistent with applicable law, the Certificate or the Agreement which they determine in their discretion to be necessary or desirable for such purposes. Redemption and Exchange The Preferred Securities of a series will be redeemable at the option of ConAgra Capital and subject to the prior consent of ConAgra, in whole or in part from time to time, on or after the date specified in the Prospectus Supplement relating to such series, at the stated liquidation preference per security for such series, plus accumulated and unpaid dividends (whether or not declared) (the "Redemption Price") to the date fixed for redemption (the "Redemption Date"). The Preferred Securities of any series may also be redeemed at the option of ConAgra on such terms and conditions as may be set forth in the Prospectus Supplement relating to such series. In the event that fewer than all the outstanding Preferred Securities of a particular series are to be redeemed, except as described below, the Preferred Securities of such series to be redeemed will be selected as described under "Book-Entry-Only Issuance; The Depository Trust Company" below. 14 The Preferred Securities of any series will also be redeemed at the Redemption Price with the proceeds from the repayment by ConAgra when due or prepayment by ConAgra as described under "Description of the Debentures -- Optional Prepayment" of the Debentures relating to such series, subject to the provisions in clause (iii) under "Certain Restrictions on ConAgra Capital" above. Notwithstanding the foregoing, the Preferred Securities of any series will not be redeemed when the Debentures relating to the Preferred Securities of such series are due if ConAgra elects to exchange such Debentures for new debentures or to repay such Debentures and reborrow the proceeds from such repayment nor will such Preferred Securities be redeemed if such Debentures are prepaid as described under "Description of the Debentures -- Optional Prepayment" and ConAgra elects to reborrow the proceeds from such prepayment; provided that ConAgra may not so elect to exchange any such Debentures or to reborrow the proceeds from any repayment or prepayment of such Debentures, unless at the time of each such exchange or reborrowing ConAgra Capital owns all of such Debentures and, as determined in the judgment of the Managing Members and ConAgra Capital's financial advisor (selected by the Managing Members and who shall be unaffiliated with ConAgra and shall be among the 30 largest investment banking firms, measured by total capital, in the United States at the time new debentures are to be issued in connection with such exchange or reborrowing), (a) ConAgra is not bankrupt, insolvent or in liquidation, (b) no event of default or event which with the giving of notice or the passage of time would constitute an event of default on any debenture pertaining to Preferred Securities of any series has occurred and is continuing, (c) ConAgra has made timely payments on the repaid Debentures for the immediately preceding 18 months, (d) ConAgra Capital is not in arrears on payments of dividends on the Preferred Securities of such series, (e) there is then no present reason to believe ConAgra will be unable to make timely payment of principal and interest on such new debentures, (f) such new debentures are being issued on terms, and under circumstances, that are consistent with those which a lender would then require for a loan to an unrelated party, (g) such new debentures are being issued at a rate sufficient to provide payments equal to or greater than the amount of distributions required under the Preferred Securities of such series, (h) such new debentures are being issued for a term that is consistent with market circumstances and ConAgra's financial condition, (i) immediately prior to issuing such new debentures, the senior unsecured long- term debt of ConAgra is (or if no such debt is outstanding, would be) rated not less than BBB (or the equivalent) by Standard & Poor's Corporation and Baa1 (or the equivalent) by Moody's Investors Service, Inc. (or if either of such rating organizations is not then rating ConAgra's senior unsecured long- term debt, the equivalent of such rating by any other "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) and any subordinated unsecured long-term debt of ConAgra or, if there is no such debt then outstanding, the 15 Preferred Securities of such series, are rated not less than BBB- (or the equivalent) by Standard & Poor's Corporation or Baa3 (or the equivalent) by Moody's Investors Service, Inc. or the equivalent of either such rating by any other "nationally recognized statistical rating organization" and (j) such new debentures will have a final maturity no later than the one hundredth anniversary of the issuance of the Preferred Securities of the first series issued. ConAgra shall have the right to cause ConAgra Capital at any time, upon not less than 30 nor more than 60 days' notice, to redeem the Preferred Securities of any series at the Redemption Price for such series if ConAgra and ConAgra Capital have been advised by independent nationally recognized legal counsel that, as a result of any Tax Event as described in the following paragraph, there exists more than an insubstantial risk that ConAgra would be precluded from deducting the interest on the Debentures relating to the Preferred Securities of such series for federal income tax purposes even if the Preferred Securities of such series were exchanged for such Debentures as described in the following paragraph. In addition, ConAgra may cause ConAgra Capital at any time, upon not less than 30 nor more than 60 days' notice, to exchange the Preferred Securities of a series for Debentures relating to the Preferred Securities of such series having an aggregate principal amount and accrued and unpaid interest equal to the Redemption Price of such Preferred Securities and an interest rate thereon equal to the dividend rate on such Preferred Securities if ConAgra and ConAgra Capital have been advised by independent nationally recognized legal counsel that, as a result of any change, after the date of the Prospectus Supplement relating to the Preferred Securities of such series, in U.S. law (including the enactment or imminent enactment of any legislation, the publication of any judicial decisions or regulatory rulings or a change in the official position or in the interpretation of law or regulations)(a "Tax Event"), there exists more than an insubstantial risk that (i) ConAgra will be precluded from deducting the interest on the Debentures relating to such Preferred Securities for federal income tax purposes or (ii) ConAgra Capital is subject to federal income tax with respect to the interest received on such Debentures. After the date fixed for any such exchange, (i) the Preferred Securities of such series will no longer be deemed to be outstanding, (ii) DTC or its nominee, as the record holder of such Preferred Securities, will exchange the global certificate or certificates representing such Preferred Securities for a registered global certificate or certificates representing the Debentures to be delivered upon such exchange and (iii) any certificates representing such Preferred Securities not held by DTC or its nominee will be deemed to represent Debentures having a principal amount equal to the stated liquidation preference of 16 such Preferred Securities until such certificates are presented to ConAgra Capital or its agent for exchange. ConAgra Capital may not redeem any Preferred Securities of any series unless all accumulated arrearages of unpaid dividends have been paid on all Preferred Securities of all series for all monthly dividend periods terminating on or prior to the date of redemption. If ConAgra Capital gives a notice of redemption in respect of Preferred Securities of a particular series, then, by 12:00 noon, New York time, on the applicable Redemption Date, ConAgra Capital will irrevocably deposit with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price to the holders thereof. See "Book-Entry-Only Issuance; The Depository Trust Company." If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of holders of such Preferred Securities of a series so called for redemption will cease, except the right of the holders of such securities to receive the Redemption Price, but without interest, and such securities will cease to be outstanding. In the event that any date on which any payment in respect of the redemption of Preferred Securities of any series is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day. In the event that payment of the Redemption Price in respect of Preferred Securities of any series is improperly withheld or refused and not paid either by ConAgra Capital or by ConAgra pursuant to the Limited Guarantee, dividends on such securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by ConAgra Capital for such securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. Subject to the foregoing and applicable law (including, without limitation, U.S. federal securities laws) ConAgra or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities of any series by tender, in the open market or by private agreement. Liquidation Distribution In the event of any voluntary or involuntary liquidation, dissolution or winding up of ConAgra Capital, the holders of Preferred Securities of each series at the time outstanding will be entitled to receive out of the assets of ConAgra Capital legally available for distribution to securityholders, before any distribution of assets is made to holders of common securities of 17 ConAgra Capital or any other class of securities in ConAgra Capital ranking junior to the Preferred Securities as regards participation in assets of ConAgra Capital, but together with the holders of Preferred Securities of any other series or any other preferred securities of ConAgra Capital outstanding ranking pari passu with the Preferred Securities as regards participation in the assets of ConAgra Capital ("ConAgra Capital Liquidation Parity Securities"), an amount equal, in the case of the holders of the Preferred Securities of such series, to the aggregate of the stated liquidation preference for Preferred Securities of such series as set forth in the Prospectus Supplement and all accumulated and unpaid dividends (whether or not declared) to the date of payment (the "Liquidation Distribution"). If, upon any such liquidation, the Liquidation Distributions can be paid only in part because ConAgra Capital has insufficient assets available to pay in full the aggregate Liquidation Distributions and the aggregate maximum liquidation distributions on ConAgra Capital Liquidation Parity Securities, then the amounts payable directly by ConAgra Capital on the Preferred Securities of such series and on such ConAgra Capital Liquidation Parity Securities shall be paid on a pro rata basis, so that (i)(x) the aggregate amount paid as Liquidation Distributions on the Preferred Securities of such series bears to (y) the aggregate amount paid as liquidation distributions on ConAgra Capital Liquidation Parity Securities the same ratio as (ii)(x) the aggregate Liquidation Distribution bears to (y) the aggregate maximum liquidation distributions on ConAgra Capital Liquidation Parity Securities. Pursuant to the Agreement, ConAgra Capital will automatically dissolve and be liquidated (i) when the period fixed for the life of ConAgra Capital expires, (ii) if the Managing Members by resolution require ConAgra Capital to be wound up and dissolved (subject to the voting rights of the holders of the Preferred Securities described in "Voting Rights") or (iii) upon the bankruptcy, insolvency or liquidation of either Managing Member. Voting Rights The holders of the Preferred Securities have no voting rights except as described herein or in the applicable Prospectus Supplement. If (i) ConAgra Capital fails to pay dividends in full on the Preferred Securities of any series for 18 consecutive monthly dividend periods; (ii) an Event of Default (as defined in the Debentures) occurs and is continuing on the Debentures; or (iii) ConAgra is in default on any of its payment or other obligations under the Limited Guarantee (as described under "Description of the Limited Guarantee -- Certain Covenants of ConAgra"), then the holders of a majority in stated liquidation 18 preference of the outstanding Preferred Securities of such series, together with the holders of any other preferred securities in ConAgra Capital having the right to vote for the appointment of a trustee in such event, acting as a single class, will be entitled to appoint and authorize a trustee to enforce ConAgra Capital's rights under the Debentures against ConAgra, enforce the obligations undertaken by ConAgra under the Limited Guarantee and declare and pay dividends on the Preferred Securities of such series. For purposes of determining whether ConAgra Capital has failed to pay dividends in full for 18 consecutive monthly dividend periods, dividends shall be deemed to remain in arrears, notwithstanding any payments in respect thereof, until full cumulative dividends have been or contemporaneously are declared and paid with respect to all monthly dividend periods terminating on or prior to the date of payment of such full cumulative dividends. Not later than 30 days after such right to appoint a trustee arises, the Managing Members will convene a meeting for the above purpose. If the Managing Members fail to convene such meeting within such 30-day period, the holders of 10% in stated liquidation preference of the outstanding Preferred Securities of such series and such other preferred securities will be entitled to convene such meeting. The provisions of the Agreement relating to the convening and conduct of meetings of securityholders will apply with respect to any such meeting. Any trustee so appointed shall vacate office immediately, subject to the terms of such other preferred securities, if ConAgra Capital shall have paid in full all accumulated and unpaid dividends on the Preferred Securities of such series or such default or breach by ConAgra shall have been cured. If any resolution is proposed for adoption by the securityholders of ConAgra Capital providing for, or the Managing Members propose to take any action to effect, (x) any variation or abrogation of the rights, preferences and privileges of the Preferred Securities of any series by way of amendment of the Agreement or otherwise (including, without limitation, the authorization or issuance of any securities in ConAgra Capital ranking, as to participation in the profits or assets of ConAgra Capital, senior to the Preferred Securities) which variation or abrogation adversely affects the holders of Preferred Securities of such series, (y) the liquidation, dissolution or winding up of ConAgra Capital or (z) the commencement of any bankruptcy, insolvency, reorganization or other similar proceeding involving ConAgra Capital in the United States or any state thereof, then the holders of outstanding Preferred Securities of such series (and, in the case of a resolution described in clause (x) above which would adversely affect the rights, preferences or privileges of any ConAgra Capital Dividend Parity Securities or any ConAgra Capital Liquidation Parity Securities, such ConAgra Capital Dividend Parity Securities or such ConAgra Capital Liquidation Parity Securities, as the case may be, or, in the case of any resolution described in clause (y) above, all ConAgra Capital Liquidation Parity Securities or, in the case of any 19 resolution described in clause (z) above, other than holders of any Preferred Securities of such series that are also creditors of ConAgra or any of its subsidiaries) will be entitled to vote together as a class on such resolution or action of the Managing Members (but not any other resolution or action) and such resolution or action shall not be effective except with the approval of the holders of 66 2/3% in stated liquidation preference of such outstanding securities (or, under certain circumstances, 100% in stated liquidation preference of such outstanding securities); provided, however, that no such approval shall be required under clauses (y) and (z) if the liquidation, dissolution or winding up of ConAgra Capital is proposed or initiated upon the initiation of proceedings, or after proceedings have been initiated, for the liquidation, dissolution, or winding up of either of the Managing Members. The rights attached to the Preferred Securities of any series will be deemed not to be varied by the creation or issue of, and no vote will be required for the creation or issue of, any further securities in ConAgra Capital ranking pari passu with or junior to the Preferred Securities of any series with regard to participation in the profits or assets of ConAgra Capital. Any required approval of holders of Preferred Securities may be given at a separate meeting of such holders convened for such purpose or at a meeting of securityholders of ConAgra Capital or pursuant to written consent. ConAgra Capital will cause a notice of any meeting at which holders of the Preferred Securities of a series are entitled to vote, or of any matter upon which action may be taken by written consent of such holders, to be mailed to each holder of record of the Preferred Securities of such series. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such holders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. Notwithstanding that holders of Preferred Securities of any series are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities of any series that are owned by ConAgra or any entity owned more than 50% by ConAgra, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding. Book-Entry-Only Issuance; The Depository Trust Company DTC, New York, New York, will act as securities depository for the Preferred Securities. The Preferred Securities will be issued only as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One or more fully- registered global Preferred Securities certificates will be issued for each series of Preferred Securities, representing all 20 of the Preferred Securities of such series, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Commission. Purchases of Preferred Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Preferred Securities on DTC's records. The ownership interest of each actual purchaser of each Preferred Securities ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner purchased Preferred Securities. Transfers of ownership interests in the Preferred Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Preferred Securities, except in the event that use of the book-entry system for the Preferred Securities is discontinued. To facilitate subsequent transfers, all Preferred Securities deposited by Participants with DTC are registered in the name of Cede & Co. The deposit of Preferred Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Preferred Securities; DTC's records reflect only the identity of the Direct Participants to whose 21 accounts such Preferred Securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede & Co. If less then all of the Preferred Securities of any series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Although voting with respect to the Preferred Securities is limited, in those cases where a vote is required, neither DTC nor Cede & Co. will consent or vote with respect to Preferred Securities. Under its usual procedures, DTC mails an Omnibus Proxy to ConAgra Capital as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Preferred Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Dividend payments on the Preferred Securities will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the relevant payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on such payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of such Participant and not of DTC, ConAgra Capital or ConAgra, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of dividends to DTC will be the responsibility of ConAgra Capital, disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners will be responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Preferred Securities of any series at any time by giving reasonable notice to ConAgra Capital and ConAgra. Under such circumstances, in the event that a successor securities depository is not obtained, Preferred Securities certificates for such series are required to be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that ConAgra 22 Capital believes to be reliable, but neither ConAgra Capital nor ConAgra takes responsibility for the accuracy thereof. Registrar, Transfer Agent and Paying Agent Chemical Bank will act as registrar, transfer agent and paying agent for the Preferred Securities. Registration of transfers of Preferred Securities of any series will be effected without charge by or on behalf of ConAgra Capital, but upon payment (with the giving of such indemnity as ConAgra Capital or ConAgra may require) in respect of any tax or other governmental charges which may be imposed in relation to it. ConAgra Capital will not be required to register or cause to be registered the transfer of Preferred Securities of a particular series after such Preferred Securities have been called for redemption. Miscellaneous The Preferred Securities are not subject to any sinking fund provisions. Holders of Preferred Securities of any series have no preemptive rights. ConAgra and ConAgra Capital have entered into an agreement (the "Expense Agreement") pursuant to which ConAgra agrees to guarantee the payment of any liabilities incurred by ConAgra Capital other than obligations to holders of Preferred Securities, which are separately guaranteed to the extent set forth in the Limited Guarantee. See "Description of the Limited Guarantee." The Expense Agreement expressly provides that it is for the benefit of, and is enforceable by, third parties to whom ConAgra Capital owes such obligations. A copy of the Expense Agreement has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. DESCRIPTION OF THE LIMITED GUARANTEE Set forth below is condensed information concerning the limited guarantee (the "Limited Guarantee") executed and delivered by ConAgra for the benefit of the holders from time to time of Preferred Securities. This summary contains all material information concerning the Limited Guarantee but does not purport to be complete. References to provisions of the Limited Guarantee are qualified in their entirety by reference to the text of the Limited Guarantee, which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. General 23 ConAgra has irrevocably and unconditionally agreed, to the extent set forth herein, to pay in full, to the holders of the Preferred Securities of any series, the Guarantee Payments (as defined below) (except to the extent paid by ConAgra Capital), as and when due, regardless of any defense, right of set-off or counterclaim which ConAgra Capital may have or assert. The following payments to the extent not paid by ConAgra Capital (the "Guarantee Payments") will be subject to the Limited Guarantee (without duplication): (i) any accumulated and unpaid dividends which have been theretofore declared on the Preferred Securities of such series out of funds legally available therefor, (ii) the redemption price (including all accumulated unpaid dividends) payable out of funds legally available therefor with respect to Preferred Securities of any series called for redemption by ConAgra Capital and (iii) upon the liquidation of ConAgra Capital, the lesser of (a) the aggregate of the stated liquidation preference and all accumulated and unpaid dividends (whether or not declared) to the date of payment and (b) the amount of assets of ConAgra Capital legally available for distribution to holders of Preferred Securities of such series in liquidation. ConAgra's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by ConAgra to the holders of Preferred Securities of any series or by causing ConAgra Capital to pay such amounts to such holders. Certain Covenants of ConAgra In the Limited Guarantee, ConAgra covenants that, so long as any Preferred Securities of any series remain outstanding, neither ConAgra nor any majority owned subsidiary of ConAgra will declare or pay any dividend on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of ConAgra's capital stock or make any guarantee payments with respect to the foregoing (other than payments under the Limited Guarantee, payments to redeem common share purchase rights under ConAgra's shareholder rights plan dated July 10, 1986, as amended, or the declaration of a dividend of similar share purchase rights in the future), if at such time ConAgra will be in default with respect to its payment or other obligations under the Limited Guarantee or the Expense Agreement or there shall have occurred any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Debentures then outstanding. In the Limited Guarantee, ConAgra also covenants that, so long as Preferred Securities of any series remain outstanding, it will (i) not cause or permit any Common Securities of ConAgra Capital to be transferred, (ii) maintain direct or indirect 100% ownership of all outstanding securities of ConAgra Capital other than the Preferred Securities and any other securities permitted to be issued by ConAgra Capital that would not cause it to become an "investment company" under the Investment Company Act of 1940, as amended, (iii) cause at least 21% of the total value of ConAgra Capital and at least 21% of all interests in the capital, 24 income, gain, loss, deduction and credit of ConAgra Capital to be represented by Common Securities, (iv) not voluntarily dissolve, windup or liquidate ConAgra Capital or either of the Managing Members, (v) cause the Subsidiaries to remain the Managing Members of ConAgra Capital and timely perform all of their respective duties as Managing Members of ConAgra Capital and (vi) use reasonable efforts to cause ConAgra Capital to remain a limited liability company and otherwise continue to be treated as a partnership for U.S. federal income tax purposes; provided that ConAgra may permit ConAgra Capital to consolidate or merge with or into another limited liability company or limited partnership as described above under "Description of Preferred Securities -- Certain Restrictions on ConAgra Capital" so long as ConAgra agrees to comply with the covenants described in clauses (i) through (vi) above with respect to such successor limited liability company or limited partnership. Amendments and Assignment Except with respect to any changes which do not adversely affect the rights of holders of the Preferred Securities (in which case no vote will be required), the Limited Guarantee may be amended only with the prior approval of the holders of not less than 66 2/3% in stated liquidation preference of all Preferred Securities of all series then outstanding. The manner of obtaining any such approval of holders of the Preferred Securities will be as set forth under "Description of Preferred Securities -- Voting Rights." All guarantees and agreements contained in the Limited Guarantee shall bind the successors, assigns, receivers, trustees and representatives of ConAgra and shall inure to the benefit of the holders of the Preferred Securities then outstanding. Termination of the Limited Guarantee The Limited Guarantee will terminate and be of no further force and effect as to any series of Preferred Securities upon full payment of the Redemption Price of all Preferred Securities of such series or upon the retirement of all Preferred Securities of such series, and shall terminate completely upon full payment of the amounts payable upon liquidation of ConAgra Capital. The Limited Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of Preferred Securities of any series must restore payment of any sums paid under the Preferred Securities of such series or the Limited Guarantee. Status of the Limited Guarantee The Limited Guarantee constitutes an unsecured obligation of ConAgra and ranks (i) subordinate and junior in right of payment to all other liabilities of ConAgra, (ii) pari passu with the most senior preferred stock now or hereafter issued by ConAgra and with any guarantee now or hereafter entered into by ConAgra 25 in respect of any preferred or preference stock of any affiliate of ConAgra and (iii) senior to ConAgra's common stock. For purposes of clause (ii), pari passu means that any payments to which beneficiaries of the Limited Guarantee are entitled must be shared with holders of any preferred or preference stock to which the Limited Guarantee is stated to be pari passu ("Pari Passu Stock") to the same extent as would be required under applicable law if instead the Limited Guarantee constituted a class of preferred or preference stock of ConAgra ranking pari passu with such Pari Passu Stock as to such payments. The Limited Guarantee constitutes a guarantee of payment and not of collection. Accordingly, a holder of Preferred Securities may enforce the Limited Guarantee directly against ConAgra, and ConAgra will waive any right or remedy to require that any action be brought against ConAgra Capital or any other person or entity before proceeding against ConAgra. The Limited Guarantee will not be discharged except by payment of the Guarantee Payments in full to the extent not paid by ConAgra Capital. Since ConAgra is a holding company, the rights of ConAgra and hence the rights of creditors of ConAgra (including the rights of holders of Preferred Securities under the Limited Guarantee), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of ConAgra itself as a creditor of the subsidiary may be recognized. Governing Law The Limited Guarantee will be governed by and construed in accordance with the laws of the State of New York. DESCRIPTION OF THE DEBENTURES Set forth below is condensed information concerning the Debentures that will evidence the loans to be made by ConAgra Capital to ConAgra of the proceeds of (i) Preferred Securities of each series and (ii) ConAgra Capital's Common Securities and related capital contributions ("Common Securities Payments"). See "Description of the Indentures" for a summary of the material provisions of the subordinated indenture dated March 10, 1994 between ConAgra and First Trust National Association as Trustee (the "Subordinated Indenture"). References to provisions of the Subordinated Indenture are qualified in their entirety by reference to the text of the Subordinated Indenture, which has been incorporated by reference as an exhibit to the Registration Statement of which this Prospectus forms a part. All Debentures will be issued under the Subordinated Indenture. As of the date of this Prospectus, ConAgra had $100,000,000 of Series A Debentures, $26,600,000 Series AA Debentures, $175,000,000 Series 26 B Debentures and $46,519,000 of Series BB Debentures outstanding under the Subordinated Indenture. General The aggregate dollar amount of the Debentures relating to Preferred Securities of any series will be set forth in the Prospectus Supplement for such series and will be equal to the aggregate liquidation preference of the Preferred Securities of such series, together with the related Common Interest Payments. The entire principal amount of the Debentures relating to Preferred Securities of any series will become due and payable, together with any accrued and unpaid interest thereon, including Additional Interest (as herein defined) if any, on the earliest of (i) the date that is the fortyninth anniversary of the issuance of the Preferred Securities of such series, subject to ConAgra's right to exchange such Debentures for new debentures or reborrow the proceeds from the repayment of such Debentures upon the terms and subject to the conditions set forth under "Description of Preferred Securities -- Redemption" or (ii) the date upon which ConAgra Capital is dissolved, wound up or liquidated. Mandatory Prepayment If ConAgra Capital redeems Preferred Securities of any series in accordance with the terms thereof, the Debentures relating to such series will become due and payable in a principal amount equal to the aggregate stated liquidation preference of the Preferred Securities of such series so redeemed (together with any accrued but unpaid interest, including Additional Interest, if any, on the portion being prepaid). Any payment pursuant to this provision shall be made prior to 12:00 noon, New York time, on the date of such redemption or at such other time on such earlier date as ConAgra Capital and ConAgra shall agree. Optional Prepayment ConAgra has the right to prepay the Debentures relating to Preferred Securities of a series, without premium or penalty, in whole or in part (together with any accrued but unpaid interest, including Additional Interest, if any, on the portion being prepaid) at any time following the date, if any, set forth in the Prospectus Supplement for such series. Interest The Debentures relating to Preferred Securities of a series shall bear interest at the fixed annual rate set forth in the Prospectus Supplement for such series, or shall bear interest in the manner otherwise specified in such Prospectus Supplement, in each case accruing from the date they are issued until maturity. 27 Such interest shall be payable monthly on the last day of each calendar month, commencing on the date specified in the Prospectus Supplement relating to such series. In the event that any date on which interest is payable on such Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The amount of interest payable for any full monthly interest period will be computed on the basis of twelve 30-day months and a 360-day year, and, for any period shorter than a full monthly interest period, will be computed on the basis of the actual number of days elapsed in such period. Option to Extend Interest Payment Period ConAgra shall have the right at any time or times during the term of the Debentures relating to Preferred Securities of a series, so long as ConAgra is not in default in the payment of interest under the Debentures, to extend the interest payment period up to 18 months, at the end of which period ConAgra will pay all interest then accrued and unpaid (together with interest on each monthly installment of interest at the rate used to compute such monthly installment to the extent permitted by applicable law); provided further that, during any such extended interest period, neither ConAgra nor any majority owned subsidiary of ConAgra shall pay or declare any dividends on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than payments to redeem common share purchase rights under ConAgra's shareholder rights plan dated July 10, 1986, as amended, or to declare a dividend of similar share purchase rights in the future); and provided further that any such extended interest period may only be selected with respect to any Debenture if an extended interest period of identical length is simultaneously selected for all Debentures. Prior to the termination of any such extended interest payment period ConAgra may further extend the interest payment period; provided that such extended interest payment period, together with all such further extensions thereof, may not exceed 18 months. Following the termination of any extended interest payment period, if ConAgra has paid all accrued and unpaid interest required by the Debentures for such period, then ConAgra shall have the right to again extend the interest payment period up to 18 months as herein described. ConAgra shall give ConAgra Capital notice of its selection of such extended interest payment period one Business Day prior to the earlier of (i) the date ConAgra Capital declares the related dividend or (ii) the date ConAgra Capital is required to give notice of the record or payment date of such related dividend to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less 28 than two Business Days prior to such record date. ConAgra will cause ConAgra Capital to give such notice of ConAgra's selection of such extended interest payment period to the holders of the Preferred Securities. Additional Interest In addition, if at any time following the date of the Prospectus Supplement relating to the Preferred Securities of a series, ConAgra Capital shall be required to pay, with respect to its income derived from the interest payments on the Debentures relating to the Preferred Securities of such series, any amounts for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed by the United States, or any other taxing authority, then, in any such case, ConAgra will pay as interest such additional amounts ("Additional Interest") as may be necessary in order that the net amounts received and retained by ConAgra Capital after the payment of such taxes, duties, assessments or governmental charges shall result in ConAgra Capital's having such funds as it would have had in the absence of the payment of such taxes, duties, assessments or governmental charges. Method and Date of Payment Each payment by ConAgra of principal and interest (including Additional Interest, if any) on the Debentures shall be made to ConAgra Capital in lawful money of the United States. Such interest shall be payable monthly on the last day (an "Interest Payment Date") of each calendar month commencing on the day specified in the applicable Prospectus Supplement following issuance of the Debentures to the holder or holders of the Debentures on the relevant record date (each, a "Record Date"), which shall be one Business Day prior to the relevant Interest Payment Date. If the Interest Payment Date is not a Business Day, then payment of the interest payable on such day will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and the Record Date for such Interest Payment Date shall be one Business Day prior to the date on which payment is to be made), in each case with the same force and effect as if made on such date. 29 Set-off Notwithstanding anything to the contrary in the Subordinated Indenture or Debentures, ConAgra shall have the right to set-off any payment it is otherwise required to make thereunder with and to the extent ConAgra has theretofore made, or is concurrently on thedate ofsuch paymentmaking, apayment underthe LimitedGuarantee. Subordination The Subordinated Indenture provides that ConAgra and the holders of the Debentures (including ConAgra Capital) covenant and agree (and each holder of Preferred Securities by acceptance thereof agrees) that each of the Debentures is subordinate and junior in right of payment to all Senior Indebtedness as provided in the Subordinated Indenture. The Subordinated Indenture defines "Senior Indebtedness" as obligations (other than non- recourse obligations and the indebtedness issued under the Subordinated Indenture) of, or guaranteed or assumed by, ConAgra for borrowed money (including both senior and subordinated indebtedness for borrowed money (other than the Debentures)), or evidenced by bonds, debentures, notes or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation, whether existing as of the date of the Subordinated Indenture or subsequently incurred by ConAgra. In the event (a) of any insolvency or bankruptcy proceedings, or any receivership, liquidation, or any proceedings for liquidation, dissolution or other winding up of ConAgra or a substantial part of its property, whether or not involving insolvency or bankruptcy, or (b) that (i) a default shall have occurred with respect to the payment of principal of (and premium, if any) or interest on or other monetary amounts due and payable on any Senior Indebtedness or (ii) there shall have occurred an event of default (other than a default in the payment of principal (or premium, if any) or interest, or other monetary amounts due and payable) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of or the accrued interest on the Debentures shall have been declared due and payable upon an Event of Default and such declaration shall not have been rescinded and annulled as provided therein, then the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money's worth, before the holders of any of the Debentures are entitled to receive a 30 payment on account of the principal of (and premium, if any) or any interest on the indebtedness evidenced by the Debentures. Since ConAgra is a holding company, the rights of ConAgra and hence the rights of creditors of ConAgra (including the rights of holders of the Debentures), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of ConAgra itself as a creditor of the subsidiary may be recognized. Covenants In the Debentures, ConAgra covenants that, so long as any Preferred Securities of any series remain outstanding, neither ConAgra nor any majority owned subsidiary of ConAgra will declare or pay any dividend on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of ConAgra's capital stock or make any guarantee payments with respect to the foregoing (other than payments under the Limited Guarantee, payments to redeem common share purchase rights under ConAgra's shareholder rights plan dated July 10, 1986, as amended, or the declaration of a dividend of similar share purchase rights in the future) if at such time ConAgra will be in default with respect to its payment or other obligations under the Limited Guarantee or the Expense Agreement or there shall have occurred any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Debentures. In the Debentures, ConAgra also covenants that, so long as Preferred Securities of any series remain outstanding, it will (i) not cause or permit any Common Securities of ConAgra Capital to be transferred, (ii) maintain direct or indirect ownership of all outstanding securities in ConAgra Capital other than the Preferred Securities and any other securities permitted to be issued by ConAgra Capital that would not cause it to become an "investment company" under the Investment Company Act of 1940, as amended, (iii) cause at least 21% of the total value of ConAgra Capital and at least 21% of all interests in the capital, income, gain, loss, deduction and credit of ConAgra Capital to be represented by Common Securities, (iv) not voluntarily dissolve, windup or liquidate ConAgra Capital or either of the Managing Members, (v) cause the Subsidiaries to remain the Managing Members of ConAgra Capital and timely perform all of their respective duties as Managing Members of ConAgra Capital, and (vi) use reasonable efforts to cause ConAgra Capital to remain a limited liability company and otherwise continue to be treated as a partnership for U.S. federal income tax purposes; provided that ConAgra may permit ConAgra Capital to consolidate or merge with or into another limited liability company as described above under "Description of Preferred Securities -- Certain Restrictions on ConAgra Capital" so long as ConAgra agrees to 31 comply with the covenants described in clauses (i) through (vi) above with respect to such successor limited liability company. So long as ConAgra Capital holds the Debentures of any series, it may not waive compliance or waive any default in compliance by ConAgra of any covenant or other term in the Debentures of any series or the Subordinated Indenture without the approval of the same percentage of the holders of Preferred Securities of such series, obtained in the same manner, as would be required for an amendment of such Debentures to the same effect. Events of Default If one or more of the following events (each an "Event of Default") shall occur and be continuing: (a) ConAgra shall fail to pay when due any interest, including any Additional Interest, under the Debentures of any series and such default shall continue for 30 days (whether or not payment is prohibited by the provisions described above under "Subordination" or otherwise); provided that a valid extension of the interest payment period by ConAgra shall not constitute a default in the payment of interest for this purpose; (b) ConAgra shall fail to pay when due any principal under the Debentures of any series (whether or not payment is prohibited by the provisions described above under "Subordination" or otherwise); (c) ConAgra shall fail to perform or observe any other term, covenant or agreement contained in the Debentures of any series for a period of 90 days after written notice thereof, as provided in the Subordinated Indenture; (d) the dissolution, winding up or liquidation of ConAgra Capital; or (e) certain events of bankruptcy, insolvency or reorganization of ConAgra Capital or ConAgra; then ConAgra Capital has the right to declare the principal of and the interest on the Debentures (including any Additional Interest and any interest subject to an extension election) and any other amounts payable under the Debentures to be forthwith due and payable and to enforce its other rights as a creditor with respect to the Debentures. No Debentures may be so accelerated by ConAgra Capital unless all Debentures are so accelerated. Under the terms of the Preferred Securities, the holders of outstanding Preferred Securities have the rights referred to under "Description of Preferred Securities -- Voting Rights," including the right to appoint a trustee, which trustee shall be authorized to exercise ConAgra Capital's right to 32 accelerate the principal amount of the Debentures and to enforce ConAgra Capital's other creditor rights under the Debentures; provided that any trustee so appointed shall vacate office immediately if any such Event of Default shall have been cured by ConAgra. In addition, in the event ConAgra fails to pay any principal or interest under the Debentures of any series when due, holders of Preferred Securities shall, under certain circumstances, be entitled to enforce ConAgra Capital's right to receive such payments under all Debentures then outstanding directly against ConAgra. Governing Law The Debentures and Subordinated Indenture will be governed by and construed in accordance with the laws of the State of New York. Miscellaneous ConAgra has the right at all times to assign any of its rights or obligations under the Debentures to a direct or indirect wholly owned subsidiary of ConAgra; provided that, in the event of any such assignment, ConAgra shall remain jointly and severally liable for all such obligations; and provided further that ConAgra shall have received an opinion of nationally recognized tax counsel that such assignment shall not constitute a taxable event to the holders of Preferred Securities for federal income tax purposes. ConAgra Capital may not assign any of its rights under the Debentures without the prior written consent of ConAgra. Subject to the foregoing, the Debentures are binding upon and inure to the benefit of ConAgra and ConAgra Capital and their respective successors and assigns. The Debentures may not otherwise be assigned by ConAgra or ConAgra Capital, except as described above under "Description of Preferred Securities -- Certain Restrictions on ConAgra Capital." Any assignment by ConAgra or ConAgra Capital in contravention of these provisions will be null and void. The Subordinated Indenture provides that ConAgra may consolidate or merge with, or convey, transfer or lease its properties and assets substantially as an entirety to any other corporation, provided that such successor corporation expressly assumes all obligations of ConAgra under the Subordinated Indenture and certain other conditions are met. The Debentures may be amended by mutual consent of ConAgra and the holders thereof in the manner the parties shall agree; provided that, so long as any of the Preferred Securities remain outstanding, no such amendment shall be made that adversely affects the holders of Preferred Securities then outstanding, and no termination of the Debentures shall occur, without the prior consent of the holders of not less than 66 2/3% in stated liquidation preference of all Preferred Securities then outstanding (or, under certain circumstances, 100% in stated 33 liquidation preference of all Preferred Securities then outstanding), unless and until the Debentures and all accrued and unpaid interest thereon (including Additional Interest, if any) shall have been paid in full. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain United States federal income tax consequences of the purchase, ownership and disposition of Preferred Securities and the ownership and disposition of Debentures received by holders of the Preferred Securities. The summary is based upon the advice of Davis Polk & Wardwell, special United States tax counsel, with respect to United States federal income taxes. It deals only with Preferred Securities and Debentures held as capital assets by initial purchasers who acquire the Preferred Securities at the original offering price, and not with special classes of holders, such as dealers in securities or currencies, life insurance companies, persons holding Preferred Securities and Debentures as a hedge or hedge against currency risks or as part of a straddle, or persons whose functional currency is not the U.S. dollar. This summary is based on tax laws in effect in the United States, regulations thereunder and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change (possibly on a retroactive basis). This summary deals only with holders who purchase Preferred Securities of any series, and is subject to additional discussion of material United States federal income tax consequences that may appear in a Prospectus Supplement delivered in connection with a particular series of Preferred Securities. PROSPECTIVE PURCHASERS OF PREFERRED SECURITIES ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE UNITED STATES OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF PREFERRED SECURITIES AND THE OWNERSHIP AND DISPOSITION OF THE DEBENTURES, INCLUDING THE EFFECT OF ANY STATE OR LOCAL TAX LAWS. Income from the Preferred Securities ConAgra Capital will be treated as a partnership for federal income tax purposes. Each holder of Preferred Securities (a "Securityholder") will be required to include in gross income the Securityholder's distributive share (which is allocated monthly) of ConAgra Capital's net income, which will generally be equal to the amount of interest received or accrued on the Debentures (see below under "Potential Extension of Payment Period"). Any amount so included in a Securityholder's gross income will increase its tax basis in the Preferred Securities, and the amount of cash dividends to the Securityholder will reduce its tax basis in the Preferred Securities. No portion of the amounts received on a Preferred Securities will be eligible for the dividends received deduction. 34 ConAgra Capital does not presently intend to make an election under section 754 of the Internal Revenue Code of 1986, as amended. As a result, a subsequent purchaser of Preferred Securities will not be permitted to adjust its taxable income from ConAgra Capital to reflect any difference between its purchase price for the Preferred Securities and ConAgra Capital's underlying tax basis for its assets. Sale, Exchange or Redemption of the Preferred Securities Gain or loss will be recognized on a sale, exchange or other disposition of the Preferred Securities (including a distribution of cash in redemption of all of a Securityholder's Preferred Securities) equal to the difference between the amount realized and the Securityholder's tax basis in the Preferred Securities disposed of. In the case of a cash distribution in partial redemption of a Securityholder's Preferred Securities, no loss will be recognized, the Securityholder's tax basis in the Preferred Securities will be reduced by the amount of the distribution, and the Securityholder will recognize gain to the extent, if any, that the amount of the distribution exceeds its tax basis in the Preferred Securities. Gain or loss recognized by a Securityholder on the sale or exchange of Preferred Securities held for more than one year will generally be taxable as long-term capital gain or loss although under certain circumstances Securityholders other than initial purchasers who acquire the Preferred Securities at the original offering price may be required to treat a portion of the proceeds realized upon disposition as ordinary income. Potential Extension of Payment Period -- Effect on Securityholders Under the terms of any Debenture evidencing a loan that may be made from the proceeds of the issuance of Preferred Securities, ConAgra may be permitted to extend the interest payment period up to 18 months. The Debentures will, therefore, be treated as issued at an "original issue discount" under Treasury Regulations if the interest payment period of such Debentures can be extended by ConAgra. The likelihood of extension of the payment period is, in the view of ConAgra Capital and ConAgra, remote because ConAgra may not declare dividends on any shares of its preferred or common stock in the event that ConAgra exercises its right to extend the interest payment period. However, in the event that the payment period is extended, ConAgra Capital will continue to accrue income, equal to the amount of the interest payment due at the end of the extended payment period, over the length of the extended payment period. Accrued income will be allocated, but not distributed, to holders of record on the last day of each calendar month. As a result, beneficial owners during an extended interest payment period will include interest in gross income in advance of the 35 receipt of cash and any such holders who dispose of Preferred Securities prior to the record date for the payment of dividends following such extended interest payment period will include interest in gross income but will not receive from ConAgra Capital any cash related thereto. The tax basis of a Preferred Securities will be increased by the amount of any interest that is included in income without a receipt of cash, and will be decreased again when such holders of record subsequently receive cash from ConAgra Capital. Exchange of the Preferred Securities for Debentures of ConAgra Under certain circumstances as described under the caption "Description of the Preferred Securities -- Redemption and Exchange" in this Prospectus, ConAgra Capital may distribute the Debentures relating to Preferred Securities of a series in exchange for the Preferred Securities. Such an exchange will be treated as a non-taxable exchange to each Securityholder whose only interest in ConAgra Capital is Preferred Securities of such series and will result in such Securityholder receiving an aggregate tax basis in the Debentures relating to the Preferred Securities of such series equal to such Securityholder's aggregate tax basis in its Preferred Securities. Such Securityholder's holding period in the Debentures so received in exchange for Preferred Securities will include the period for which the Preferred Securities were held by the Securityholder. Income on the Debentures As discussed above, the Debentures will be treated as issued at an original issue discount if ConAgra is permitted to extend the interest payment period under the terms of such Debentures. Thus, after the exchange of Preferred Securities for Debentures, holders of the Debentures will be required to include the daily portions of the interest on the Debentures in income as it accrues, in accordance with a constant yield method based on a compounding of interest, before the receipt of the interest. The holder's tax basis in the Debentures will be increased by accrued interest previously included as income by the holder. Periodic payments of interest, however, will not be included in income; instead, such amounts will reduce the holder's tax basis in the Debentures. Sale, Exchange or Retirement of Debentures Upon the sale, exchange or retirement of a Debenture, a holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such holder's adjusted tax basis in the Debenture. Subject to the following discussion concerning market discount and bond premium, such gain or loss will be capital gain or loss. Holders other than initial purchasers who acquire the Preferred Securities at the original offering price may be 36 considered to have acquired the Debentures with market discount, acquisition premium or amortizable bond premium. Such holders are advised to consult their own tax advisors as to the income tax consequences of the ownership and disposition of the Debentures. United States Alien Holders For purposes of this discussion, a "United States Alien Holder" is any corporation, individual, partnership, estate or trust that is, as to the United States, a foreign corporation, a non-resident alien individual, a foreign partnership or a non- resident fiduciary of a foreign estate or trust. Under present United States federal income tax law: (i) payments by ConAgra Capital or any of its paying agents to any holder of a Preferred Securities or to any holder of a Debenture who or which is a United States Alien Holder will not be subject to United States federal withholding tax; provided that (a) the beneficial owner thereof does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of ConAgra entitled to vote, (b) the beneficial owner is not a controlled foreign corporation that is related to ConAgra through stock ownership, and (c) either (A) the beneficial owner certifies to ConAgra Capital or its agent, under penalties of perjury, that it is not a United States holder and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "Financial Institution") and holds the Preferred Securities or Debenture certifies to ConAgra Capital or its agent under penalties of perjury that such statement has been received from the beneficial owner by it or by a Financial Institution between it and the beneficial owner and furnishes ConAgra Capital or its agent with a copy thereof; and (ii) a United States Alien Holder of a Preferred Securities or Debenture will not be subject to United States federal withholding tax on any gain realized upon the sale or other disposition of Preferred Securities or Debentures. ConAgra Capital Information Returns Within 90 days after the close of every taxable year of ConAgra Capital, the Managing Members of ConAgra Capital will furnish each holder of the Preferred Securities with a Schedule K-1 setting forth such Securityholder's allocable share of income for ConAgra Capital's taxable year. Any person who holds Preferred Securities as a nominee for another person is required to furnish to ConAgra Capital (a) the 37 name, address and taxpayer identification number of the beneficial owners and the nominee; (b) notice of whether each beneficial owner is (i) a person that is not a United States person, (ii) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or (iii) a tax-exempt entity; (c) the amount and description of Preferred Securities held, acquired or transferred for the beneficial owners; and (d) certain information including the dates of acquisitions and transfers, methods of acquisition and the costs thereof, as well as net proceeds from transfers. Brokers and financial institutions are required to furnish additional information, including whether they are a United States person and certain information on Preferred Securities they acquire, hold or transfer for their own account. A penalty of $50 is imposed for each failure to report the above information to ConAgra Capital, up to a maximum of $100,000 per calendar year for all failures. DESCRIPTION OF THE INDENTURES The Debt Securities are to be issued under either (i) an indenture (the "Senior Indenture"), dated as of October 8, 1990, between ConAgra and The Chase Manhattan Bank (National Association), as trustee, a copy of which has been incorporated by reference as an exhibit to the Registration Statement of which this Prospectus forms a part, or (ii) the Subordinated Indenture, as supplemented by the First Supplemental Indenture dated April 20, 1994, Second Supplemental Indenture dated April 20, 1994, Third Supplemental Indenture dated June 1, 1994 and Fourth Supplemental Indenture dated June 1, 1994, copies of which have been incorporated by reference as exhibits to the Registration Statement of which this Prospectus forms a part. The terms of each Indenture are the same in all material respects, except as described below. The following is a summary of certain provisions of each Indenture and does not purport to be complete. Reference is made to each Indenture for a complete statement of such provisions. Certain capitalized terms used below are defined in each Indenture and have the meanings given them in each Indenture. Section references are to each Indenture. Wherever particular sections or defined terms of each Indenture are referred to, such sections or defined terms are incorporated by reference as part of the statement made, and the statement is qualified in its entirety by such reference. The Prospectus Supplement will contain any additional or revised information with respect to the senior and subordinated debt outstanding as of the date of the Prospectus Supplement. General The Indentures do not limit the amount of debentures, notes or other evidences of indebtedness which may be issued thereunder. The Indentures provide that Debt Securities may be 38 issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units ("ECUs"). Special United States federal income tax considerations applicable to any Debt Securities so denominated will be described in the relevant Prospectus Supplement. The Debt Securities issued under the Senior Indenture will be unsecured and will rank pari passu with all other unsecured and unsubordinated obligations of ConAgra. The Debt Securities issued under the Subordinated Indenture will be subordinate and junior in right of payment to the extent and in the manner set forth in the Subordinated Indenture to all Senior Indebtedness of ConAgra (see "Subordination"). Reference is made to the Prospectus Supplement for the following terms of the Debt Securities (to the extent such terms are applicable to such Debt Securities and are not set forth herein) offered pursuant thereto (the "Offered Debt Securities"): (i) designation, aggregate principal amount, purchase price and denomination; (ii) currency or currency units based on or relating to currencies in which such Debt Securities are denominated and/or in which principal (and premium, if any) and/or any interest will or may be payable; (iii) the date of maturity; (iv) interest rate or rates (or method by which such rate will be determined), if any; (v) the dates on which any such interest will be payable; (vi) the place or places where the principal of and interest, if any, on the Offered Debt Securities will be payable; (vii) any redemption or sinking fund provisions; (viii) whether the Offered Debt Securities will be issuable in registered form or bearer form and, if Offered Debt Securities in bearer form are issuable, restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of Offered Debt Securities in bearer form; (ix) whether and under what circumstances ConAgra will pay additional amounts on Offered Debt Securities held by a person which is not a U.S. person (as defined in the Prospectus Supplement) in respect of any tax, assessment or governmental charge withheld or deducted, and if so, whether ConAgra will have the option to redeem such Debt Securities rather than pay such additional amounts; and (x) any other specific terms of the Offered Debt Securities, including any additional events of default or covenants provided for with respect to Offered Debt Securities, and any terms which may be required by or advisable under United States laws or regulations. Debt Securities may be presented for exchange, and registered Debt Securities may be presented for transfer in the manner, at the places and subject to the restrictions set forth in the Debt Securities and the Prospectus Supplement. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the Indenture. Debt Securities in bearer form and the coupons, if any, appertaining thereto will be transferable by delivery. 39 Debt Securities will bear interest at a fixed rate (a "Fixed Rate Security") or a floating rate (a "Floating Rate Security"). Debt Securities bearing no interest or interest at a rate which, at the time of issuance, is below the prevailing market rate, will be sold at a discount below their stated principal amount. Special United States federal income tax considerations applicable to any such discounted Debt Securities or to certain Debt Securities issued at par which are treated as having been issued at a discount for United States federal income tax purposes will be described in the relevant Prospectus Supplement. Debt Securities may be issued, from time to time, with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such Debt Securities may receive a principal amount on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of the applicable currency, commodity, equity index or other factor. Information as to the methods for determining the amount of principal or interest payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional tax considerations will be set forth in the applicable Prospectus Supplement. The Indentures contain no covenants or other specific provisions to afford protection to holders of the Debt Securities in the event of a highly leveraged transaction or a change in control of ConAgra, except to the limited extent (i) described under "Limitations on Liens", "Limitation on Sale and Lease-Back Transactions" and "Consolidation, Merger, Conveyance or Transfer" below with respect to the Senior Indenture and (ii) described under "Consolidation, Merger, Conveyance or Transfer" below with respect to the Subordinated Indenture. Such covenants or provisions are not subject to waiver by ConAgra's Board of Directors without the consent of the holders of not less than a majority in principal amount of Debt Securities of each series as described under "Modification of Indenture" below. Registered Global Securities The registered Debt Securities of a series may be issued in the form of one or more fully registered global Debt Securities (a "Registered Global Security") that will be deposited with a depositary (the "Depositary"), or with a nominee for a Depositary identified in the Prospectus Supplement relating to such series. In such cases, one or more Registered Global Securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding registered Debt Securities of the series to be represented by such Registered Global Security or Securities. Unless and until 40 it is exchanged in whole or in part for Debt Securities in definitive registered form, a Registered Global Security may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Registered Global Security will be described in the Prospectus Supplement relating to such series. ConAgra anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Registered Global Security, the Depositary for such Registered Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Debt Securities represented by such Registered Global Security to the accounts of persons that have accounts with such Depositary ("participants"). The accounts to be credited shall be designated by any underwriters or agents participating in the distribution of such Debt Securities or by ConAgra if such Debt Securities are offered and sold directly by ConAgra. Ownership of beneficial interest in a Registered Global Security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such Registered Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depositary for such Registered Global Security (with respect to interests of participants) or by participants or persons that hold through participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Registered Global Security. So long as the Depositary for a Registered Global Security, or its nominee, is the registered owner of such Registered Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Registered Global Security for all purposes under the respective Indenture. Except as set forth below, owners of beneficial interests in a Registered Global Security will not be entitled to have the Debt Securities represented by such Registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in definitive form and will not be considered the owners or holders thereof under the respective Indenture. 41 Principal, premium, if any, and interest payments on Debt Securities represented by a Registered Global Security registered in the name of a Depositary or its nominee will be made to such Depositary or its nominee, as the case may be, as the registered owner of such Registered Global Security. None of ConAgra, the Trustee under the respective Indenture or any paying agent for such Debt Securities will have any responsibility or liability for any aspect of the records to or payments made on account of beneficial ownership interests in such Registered Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. ConAgra expects that the Depositary for any Debt Securities represented by a Registered Global Security, upon receipt of any payment of principal, premium or interest, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Registered Global Security as shown on the records of such Depositary. ConAgra also expects that payments by participants to owners of beneficial interest in such Registered Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form registered in "street names," and will be the responsibility of such participants. If the Depositary for any Debt Securities represented by a Registered Global Security is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by ConAgra within ninety days or an Event of Default has occurred and is continuing with respect to such Debt Securities, ConAgra will issue such Debt Securities in definitive form in exchange for such Registered Global Security. In addition, ConAgra may at any time and in its sole discretion determine not to have the Debt Securities of a series represented by one or more Registered Global Securities and, in such event, will issue Debt Securities of such series in definitive form in exchange for the Registered Global Securities or Securities representing such Debt Securities. Further, if ConAgra so specifies with respect to the Debt Securities of a series, an owner of a beneficial interest in a Registered Global Securities representing such Debt Securities may, on terms acceptable to ConAgra and the Depositary for such Registered Global Securities, receive such Debt Securities in definitive form. In any such instance, an owner of a beneficial interest in such a Registered Global Securities will be entitled to have Debt Securities equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such Debt Securities in definitive form. Debt Securities so issued in definitive form will, except as set forth in the applicable Prospectus Supplement, be issued in denominations of $100,000 and integral multiples of $1,000 in 42 excess thereof and will be issued in registered form only without coupons. Certain Covenants of ConAgra in the Senior Indenture The following restrictions apply to the Offered Debt Securities issued under the Senior Indenture unless the Prospectus Supplement provides otherwise. Limitations on Liens The Senior Indenture states that, unless the terms of any series of Debt Securities provide otherwise, ConAgra will not and will not permit any Consolidated Subsidiary to issue, assume or guarantee any indebtedness for money borrowed ("Secured Indebtedness") secured by a mortgage, pledge security interest or other lien (a "Lien") upon or with respect to any Principal Property or on the capital stock of any Consolidated Subsidiary that owns Principal Property unless (a) ConAgra makes effective provision whereby the Offered Debt Securities shall be secured by such Lien equally and ratably with any and all other obligations and indebtedness thereby secured, or (b) the aggregate amount of all such Secured Indebtedness of ConAgra and its Consolidated Subsidiaries, together with all Attributable Debt (as defined in the Indenture) in respect of Sale and Lease-Back Transactions existing at such time (with the exception of transactions which are not subject to the limitation described in "Limitation on Sale and Lease-Back Transactions" below), would not exceed 10% of the net tangible assets (as defined in the Indenture) of ConAgra and the Consolidated Subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of ConAgra. Such limitation will not apply to (a) any Lien existing on any Principal Property at the date of the Indenture, (b) any Lien created by a Consolidated Subsidiary in favor of ConAgra or any wholly-owned Consolidated Subsidiary, (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary or at the time such corporation is merged or consolidated with or into ConAgra or a Consolidated Subsidiary, (d) any lien on any asset existing at the time of acquisition thereof, (e) any lien on any asset securing Secured Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or improving such asset, if such Lien attaches to such asset concurrently with or without 180 days after the acquisition or improvement thereof, (f) any Lien incurred in connection with pollution control, industrial revenue or any similar financing or (g) any refinancing, extension, renewal or replacement of any of the Liens described in this paragraph if the principal amount of the Secured Indebtedness secured thereby is not increased and is not secured by any additional assets. 43 The Senior Indenture defines the term "Principal Property" to mean, as of any date, any building structure or other facility together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing, processing or production, in each case located in the United States, and owned or leased or to be owned or leased by ConAgra or any Consolidated Subsidiary, and in each case the net book value of which as of such date exceeds 2% of the net tangible assets (as defined in the Indenture) of ConAgra and the Consolidated Subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of ConAgra, other than any such land, building, structure or other facility or portion thereof which, in the opinion of the Board of Directors of ConAgra, is not of material importance to the business conducted by ConAgra and its Consolidated Subsidiaries, considered as one enterprise. The Senior Indenture defines the term "Consolidated Subsidiary" to mean a subsidiary of ConAgra the accounts of which are consolidated with those of ConAgra in accordance with generally accepted accounting principles. (Section 3.6) Limitation on Sale and Lease-Back Transactions The Senior Indenture states that, unless the terms of any series of Debt Securities provide otherwise, neither ConAgra nor any Consolidated Subsidiary may enter into any arrangement with any person (other than ConAgra) providing for the leasing by ConAgra or a Consolidated Subsidiary of any Principal Property (except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by ConAgra or a Consolidated Subsidiary to such person (herein referred as a "Sale and Lease-Back Transaction"). (Sections 3.6 and 3.7) Such limitation will not apply to any Sale and Lease-Back Transaction if (a) the net proceeds to ConAgra or such Consolidated Subsidiary from the sale or transfer equal or exceed the fair value (as determined by the Board of Directors of ConAgra) of the property so leased, (b) ConAgra or such Consolidated Subsidiary would be entitled to incur indebtedness secured by a Lien on the property to be leased as described in "Limitation on Liens" above or (c) ConAgra, within 90 days of the effective date of any such Sale and Lease-Back Transaction, applies an amount equal to the fair value (as determined by the Board of Directors of ConAgra) of the property so leased to the retirement of Funded Indebtedness of ConAgra. (Section 3.7) Subordination Under the Subordinated Indenture The Debt Securities issued under the Subordinated Indenture will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture, to all "Senior Indebtedness" of ConAgra. The Subordinated Indenture 44 defines "Senior Indebtedness" as obligations (other than non- recourse obligations or Debt Securities issued under the Subordinated Indenture) of, or guaranteed or assumed by, ConAgra for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation, whether existing as of the date of the Subordinated Indenture or subsequently incurred by ConAgra. (Section 1.1 and Article Thirteen) In the event (a) of any insolvency or bankruptcy proceedings, or any receivership, liquidation, or any proceedings for liquidation, dissolution or other winding up of ConAgra or a substantial part of its property, whether or not involving insolvency or bankruptcy, or (b) that (i) a default shall have occurred with respect to the payment of principal of (and premium, if any) or interest on or other monetary amounts due and payable on any Senior Indebtedness or (ii) there shall have occurred an event of default (other than a default in the payment of principal (or premium, if any) or interest, or other monetary amounts due and payable) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of or the accrued interest on the Debt Securities of any series shall have been declared due and payable upon an Event of Default pursuant to Section 5.1 of the Subordinated Indenture and such declaration shall not have been rescinded and annulled as provided therein, then the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money's worth, before the holders of any of the Debt Securities issued under the Subordinated Indenture are entitled to receive a payment on account of the principal of (and premium, if any) or any interest on the indebtedness evidenced by the Debt Securities. (Section 13.1) Events of Default An Event of Default will occur under the applicable Indenture with respect to Debt Securities of any series if (a) ConAgra shall fail to pay when due any installment of interest on any of the Debt Securities of such series and such default shall continue for 30 days, (b) ConAgra shall fail to pay when due all or any part of the principal of (and premium, if any, on) any of the Debt Securities of such series (whether at maturity, upon redemption, upon acceleration or otherwise), (c) ConAgra shall fail to perform or observe any other term, covenant or agreement 45 contained in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series of Debt Securities other than such series) for a period of 90 days after written notice thereof, as provided in the Indenture, (d) certain events of bankruptcy, insolvency or reorganization shall have occurred or (e) ConAgra has not complied with any other covenant the noncompliance with which would specifically constitute an Event of Default with respect to Debt Securities of such series. (Section 5.1) Each Indenture provides that (a) if an Event of Default due to the default in payment of principal of, or interest on, any series of Debt Securities or due to the default in the performance or breach of any other covenant or warranty of ConAgra applicable to the Debt Securities of such series but not applicable to all outstanding Debt Securities shall have occurred and be continuing, either the Trustee or the holders of 25% in principal amount of the Debt Securities of such series may then declare the principal of all Debt Securities of such series and interest accrued thereon to be due and payable immediately (provided, with respect to Debt Securities issued under the Subordinated Indenture, that the payment of principal and interest on such Debt Securities of such series shall remain subordinated to the extent provided in Article Thirteen of the Subordinated Indenture), and (b) if an Event of Default due to default in the performance of any other of the covenants or agreements in the Indenture applicable to all outstanding Debt Securities or due to certain events of bankruptcy, insolvency and reorganization of ConAgra, shall have occurred and be continuing, either the Trustee or the holders of 25% in principal amount of all Debt Securities then outstanding (treated as one class) may declare the principal of all Debt Securities and interest accrued thereon to be due and payable immediately (provided, with respect to Debt Securities issued under the Subordinated Indenture, that the payment of principal and interest on such Debt Securities of such series shall remain subordinated to the extent provided in Article Thirteen of the Subordinated Indenture), but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of (or premium, if any) or interest on the Debt Securities) by the holders of a majority in principal amount of the Debt Securities of such series (or all series, as the case may be) then outstanding. (Sections 5.1 and 5.10) The holders of a majority in principal amount of the outstanding Debt Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that such direction shall not be in conflict with any rule of law or the applicable Indenture. (Section 5.9) Before proceeding to exercise any right of power under the applicable Indenture at the direction of such holders, the Trustee shall be entitled to receive from such holders 46 reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with any such direction. (Section 5.6) ConAgra will be required to furnish to the Trustee under each Indenture annually a statement of certain officers of ConAgra to the effect that, to the best of their knowledge, ConAgra is not in default of the performance of the terms of the Indenture or, if they have knowledge that ConAgra is in default, specifying such default. (Section 3.5) Each Indenture provides that no holder of Debt Securities issued under the Indenture may institute any action against ConAgra under the Indenture (except actions for payment of overdue principal or interest) unless (a) the holder previously shall have given to the Trustee written notice of default and continuance thereof and unless the holders of not less than 25% in principal amount of the Debt Securities of such affected series issued under the Indenture and then outstanding shall have requested the Trustee to institute such action and shall have offered the Trustee reasonable indemnity, (b) the Trustee shall not have instituted such action within 60 days of such request, and (c) the Trustee shall not have received direction inconsistent with such written request by the holders of a majority in principal amount of the Debt Securities of such affected series issued under the Indenture and then outstanding. (Sections 5.6 and 5.9) Each Indenture requires the Trustee to give to all holders of outstanding Debt Securities of any series notice of any default by ConAgra with respect to that series, unless such default shall have been cured or waived; however, except in the case of a default in the payment of principal of (and premium, if any) or interest on any outstanding Debt Securities of that series or in the payment of any sinking fund installment, the Trustee is entitled to withhold such notice in the event that the board of directors, the executive committee or a trust committee of directors or certain officers of the Trustee in good faith determines that withholding such notice is in the interest of the holders of the outstanding Debt Securities of that series. (Section 5.11) Defeasance and Discharge The following defeasance provision will apply to the Offered Debt Securities unless the Prospectus Supplement provides otherwise. The Indenture provides that, unless the terms of any series of Debt Securities provide otherwise, ConAgra will be discharged from obligations in respect of the Indenture and the outstanding Debt Securities of such series (including, with respect to the Senior Indenture, its obligation to comply with the provisions 47 referred to under "Certain Covenants of ConAgra", if applicable, but excluding under each Indenture certain other obligations, such as the obligation to pay principal of (and premium, if any) and interest on the Debt Securities of such series then outstanding and obligations to register the transfer or exchange of such outstanding Debt Securities and to replace stolen, lost or mutilated certificates), upon the irrevocable deposit, in trust, of cash or, in the case of Debt Securities payable only in U.S. dollars, U.S. Government Obligations (as defined in the Indenture) which through the payment of interest and principal thereof in accordance with their terms will provide cash in an amount sufficient to pay any installment of principal of (and premium, if any) and interest on and mandatory sinking fund payments in respect of such outstanding Debt Securities on the stated maturity of such payments in accordance with the terms of the Indenture and such outstanding Debt Securities provided that ConAgra has received an opinion of counsel or officers' certificate to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders of the outstanding Debt Securities of such series and that certain other conditions are met. In addition, with respect to the Subordinated Indenture, in order to be discharged (i) no event or condition shall exist that, pursuant to certain provisions described under "Subordination" above, would prevent ConAgra from making payments of principal of (and premium, if any) and interest on the Debt Securities issued under the Subordinated Indenture at the date of the irrevocable deposit referred to above or at any time during the period ending on the 121st day after such deposit date, and (ii) ConAgra delivers to the Trustee under the Subordinated Indenture an opinion of counsel to the effect that (a) the trust funds will not be subject to any rights of holders of Senior Indebtedness, and (b) after the 121st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally except that if a court were to rule under any such law in any case or proceeding that the trust refunds remained the property of ConAgra, then the Trustee under the Subordinated Indenture and the holders of the Debt Securities issued under the Subordinated Indenture would be entitled to certain rights as secured creditors in such trust funds. (Section 10.1) Modification of the Indenture Each Indenture provides that ConAgra and the Trustee may enter into supplemental indentures without the consent of the holders of Debt Securities to: (a) secure any Debt Securities, (b) evidence the assumption by a successor corporation of the obligations of ConAgra, (c) add covenants for the protection of the holders of Debt Securities, (d) cure any ambiguity or correct any inconsistency in the Indenture, (e) establish the form or terms of Debt Securities of any series, and (f) evidence the acceptance of appointment by a successor trustee. (Section 8.1) 48 Each Indenture also contains provisions permitting ConAgra and the Trustee, with the consent of the holders of not less than a majority in principal amount of Debt Securities of each series then outstanding and affected, to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the holders of the Debt Securities of each series so affected, provided that ConAgra and the Trustee may not, without the consent of the holder of each outstanding Debt Security affected thereby, (a) extend the stated maturity of the principal of any Debt Security, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the currency in which the principal thereof (including any amount in respect of original issue discount) or interest thereon is payable or reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or alter certain provisions of the Indenture relating to Debt Securities not denominated in U.S. dollars or impair the right to institute suit for the enforcement of any payment on any Debt Security when due or (b) reduce the aforesaid percentage in principal amount of Debt Securities of any series the consent of the holders of which is required for any such modification. (Section 8.2) In addition, the Subordinated Indenture may not be amended to alter the subordination of any of the outstanding Debt Securities issued thereunder without the written consent of each holder of Senior Indebtedness then outstanding that would be adversely affected thereby. (Section 8.6 of the Subordinated Indenture). Consolidation, Merger, Conveyance or Transfer ConAgra may, without the consent of the Trustee under the applicable Indenture or the holders of Debt Securities, consolidate or merge with, or convey, transfer or lease its properties and assets substantially as an entirety to any other corporation, provided that any successor corporation is organized under the laws of the United States of America or any state thereof and expressly assumes all obligations of ConAgra under the Debt Securities and that certain other conditions are met, and, thereafter, except in the case of a lease, ConAgra shall be relieved of all obligations thereunder. (Article Nine) Applicable Law The Debt Securities and the Indenture will be governed by and construed in accordance with the laws of the State of New York. (Section 11.8) 49 Concerning the Trustee The Chase Manhattan Bank (National Association) is the Trustee under the Senior Indenture and is also the trustee under a prior indenture between ConAgra and The Chase Manhattan Bank (National Association). The First Trust National Association is the Trustee under the Subordinated Indenture. First Bank System, Inc. owns substantially all of the capital stock of such Trustee and First Bank National Association. The Chase Manhattan Bank (National Association) and First Bank National Association are among a number of banks with which ConAgra and its subsidiaries maintain ordinary banking relationships and with which ConAgra and its subsidiaries maintain credit facilities. PLAN OF DISTRIBUTION Offered Securities may be sold (i) through agents, (ii) through underwriters, (iii) through dealers or (iv) directly to purchasers (through a specific bidding or auction process or otherwise). Offers to purchase Offered Securities may be solicited by agents designated by ConAgra from time to time. Any such agent involved in the offer or sale of the Offered Securities will be named, and any commissions payable by ConAgra to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of the Offered Securities so offered and sold. Agents may be entitled under agreements which may be entered into with ConAgra to indemnification by ConAgra against certain liabilities, including liabilities under the Securities Act, and may be customers of, engaged in transactions with or perform services for ConAgra in the ordinary course of business. If an underwriter or underwriters are utilized in the sale of Offered Securities, ConAgra will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of Offered Securities. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by ConAgra against certain liabilities, including liabilities under the Securities Act and such underwriters or their affiliates may be customers of, engage in transaction with or perform service for, ConAgra in the ordinary course of business. Only underwriters named in the 50 Prospectus Supplement are deemed to be underwriters in connection with the Offered Securities. If a dealer is utilized in the sale of Offered Securities, ConAgra will sell such Offered Securities to the dealer, as principal. The dealer may then resell such Offered Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled, under agreements which may be entered into with ConAgra, to indemnification by ConAgra against certain liabilities, including liabilities under the Securities Act and such dealers or their affiliates may be customers of, extend credit to or engage in transactions with or perform services for ConAgra in the ordinary course of business. The name of the dealer and the terms of the transactions will be set forth in the Prospectus Supplement relating thereto. Offers to purchase Offered Securities may be solicited directly by ConAgra and sales thereof may be made by ConAgra directly to institutional investors or others. The terms of any such sales, including the terms of any bidding or auction process, if utilized, will be described in the Prospectus Supplement relating thereto. Offered Securities may also be offered and sold, if so indicated in the Prospectus Supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms ("remarketing firms"), acting as principals for their own accounts or as agents for ConAgra. Any remarketing firm will be identified and the terms of its agreement, if any, with ConAgra and its compensation will be described in the Prospectus Supplement. Remarketing firms may be deemed to be underwriters in connection with the Debt Securities remarketed thereby. Remarketing firms may be entitled under agreements which may be entered into with ConAgra to indemnification by ConAgra against certain liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for ConAgra in the ordinary course of business. If so indicated in the Prospectus Supplement, ConAgra will authorize agents and underwriters to solicit offers by certain institutions to purchase Debt Securities from ConAgra at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and delivery on the date stated in the Prospectus Supplement. Such Contracts will be subject to only those conditions set forth in the Prospectus Supplement. A commission indicated in the Prospectus Supplement will be paid to underwriters and agents soliciting purchases of Debt Securities pursuant to Contracts accepted by ConAgra. EXPERTS 51 The financial statements and related financial statement schedules incorporated in this prospectus by reference from ConAgra's annual report on Form 10-K for the year ended May 29, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, 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 Offered Securities other than Preferred Securities offered hereby has been passed upon for ConAgra by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102. The validity of the Preferred Securities offered hereby have been passed upon for ConAgra and ConAgra Capital by Dickinson, Mackaman, Tyler & Hagen, P.C., Des Moines, Iowa. Certain legal matters with respect to the Offered Securities have been passed upon for the underwriters by Davis Polk & Wardwell, New York, New York. Tax matters described under "Certain United States Federal Income Tax Consequences" in this Prospectus relating to the Preferred Securities have been passed upon by Davis Polk & Wardwell, New York, New York. 52 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 $ 86,207 Blue Sky Fees and Expenses $ 15,000* Printing Expenses $ 70,000* Listing Fees $ 72,300 Accounting Fees and Expenses $ 20,000* Trustee Fees $ 3,000* Legal Fees and Expenses $ 50,000* Rating Agency Fees $ 70,000* Miscellaneous Expenses $ 3,493* -------- TOTAL $390,000* * Estimated 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 indemnify 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 53 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 them, 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 such person 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 1.1 - Form of Underwriting Agreement incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-55626). Exhibit 1.2 - Form of U.S. Distribution Agreement incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-55626). Exhibit 1.3 - Form of Underwriting Agreement with respect to the Preferred Securities incorporated by reference to Exhibit 1.3 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 4.1 - Indenture, dated as of October 8, 1990, between ConAgra and The Chase Manhattan Bank (National Association), Trustee incorporated by reference to ConAgra's Registration Statement on Form S-3 (33- 36967). Exhibit 4.2 - Forms of Notes incorporated by reference to ConAgra's Registration Statement on Form S-3 (33- 55626). Exhibit 4.4 - Articles of Organization of ConAgra Capital and Articles of Correction incorporated by reference 54 to Exhibit 4.4 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 4.5 - Operating Agreement of ConAgra Capital incorporated by reference to Exhibit 12 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994 Exhibit 4.6 - Written Action establishing the terms of the Series B Adjustable Rate Cumulative Preferred Securities incorporated by reference to Exhibit 1 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.7 - Written Action establishing the terms of the 9% Series A Preferred Securities incorporated by reference to Exhibit 2 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.8 - Form of Written Action Establishing the Preferred Securities. Exhibit 4.9 - Indenture, dated March 10, 1994, between ConAgra and First Trust National Association, Trustee incorporated by reference to Exhibit 3 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.10 - First Supplemental Indenture dated April 20, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association as Trustee incorporated by reference to Exhibit 4 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.11 - Second Supplemental Indenture dated April 20, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association as Trustee incorporated by reference to Exhibit 5 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.12 - Third Supplemental Indenture dated June 1, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association as Trustee incorporated by reference to Exhibit 6 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.13 - Fourth Supplemental Indenture dated June 1, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association as Trustee incorporated by reference to Exhibit 7 55 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.14 Form of Supplemental Indenture Exhibit 5.1 - Opinion of McGrath, North, Mullin & Kratz, P.C. Exhibit 5.2 - Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. Exhibit 8 - Opinion of Davis Polk & Wardwell with respect to certain tax matters. Exhibit 10.1 - Payment and Guarantee Agreement dated April 20, 1994 with respect to the Preferred Securities incorporated by reference to Exhibit 13 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 10.2 - Agreement as to Expenses and Liabilities with respect to the Preferred Securities incorporated by reference to Exhibit 14 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 12 - Statement re: Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the Fiscal Year ended May 29, 1994 and Exhibit 12.1 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 28, 1994. Exhibit 23.1 - Consent of Deloitte & Touche LLP. Exhibit 23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). Exhibit 23.3 - Consent of Davis Polk & Wardwell (included in Exhibit 8). Exhibit 23.4 - Consent of Dickinson, Mackaman, Tyler & Hagen, P.C. (included in Exhibit 5.2) Exhibit 24 - Powers of Attorney. Exhibit 25.1 - Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act incorporated by reference to Exhibit 25.1 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 25.2 - Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act incorporated 56 by reference to Exhibit 25.2 filed with ConAgra's Registration Statement on Form S-3 (33-52649). _______________ 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. (d) That, for the 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) That, 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 57 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. (f) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) of the Securities Act of 1933 shall be deemed to part of this Registration Statement as of the time it was declared effective. (g) That, (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective, and (ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. 58 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 20th day of December, 1994. CONAGRA, INC. By: /s/ Philip B. Fletcher Philip B. Fletcher 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 with ConAgra, Inc. indicated on the 20th day of December, 1994. SIGNATURE TITLE /s/ Philip B. Fletcher Chief Executive Officer Philip B. Fletcher /s/ Stephen L. Key Executive Vice President Stephen L. Key and Chief Financial Officer /s/ Kenneth D. DiFonzo Vice President & Controller Kenneth DiFonzo (Principal Accounting Officer) C. M. Harper* Director Robert A. Krane* Director Gerald Rauenhorst* Director Carl E. Reichardt* Director Ronald W. Roskens* Director Walter Scott, Jr.* Director Marjorie Scardino* Director William G. Stocks* Director Frederick B. Wells* Director Thomas R. Williams* Director Clayton K. Yeutter* Director *Philip B. Fletcher, by signing his name hereto, signs the Registration Statement on behalf of each of the persons indicated. A Power-of-Attorney authorizing Philip B. Fletcher to 59 sign this Registration Statement on behalf of each of the indicated Directors of ConAgra, Inc. has been filed herewith as Exhibit 24. By: /s/ Philip B. Fletcher Philip B. Fletcher Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, ConAgra Capital, L.C. 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 and state of Nebraska, on the 20th day of December, 1994. ConAgra Capital L.C. CP Nebraska, Inc., as Managing Member By: /s/ Stephen L. Key Stephen L. Key President and Chief Executive Officer HW Nebraska, Inc., as Managing Member By: /s/ Stephen L. Key Stephen L. Key President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities with ConAgra Capital, L.C. and the Managing Members indicated and on the 20th day of December, 1994. 60 SIGNATURE TITLE /s/ Stephen L. Key President and Chief Executive Stephen L. Key Officer of CP Nebraska, Inc. (Principal Executive Officer) /s/ James P. O'Donnell Vice President, Finance/ James P. O'Donnell Treasurer and Chief Financial Officer of CP Nebraska, Inc. (Principal Financial and Accounting Officer) /s/ Stephen L. Key President and Chief Executive Stephen L. Key Officer of HW Nebraska, Inc. (Principal Executive Officer) /s/ James P. O'Donnell Vice President, Finance/ James P. O'Donnell Treasurer and Chief Financial Officer of HW Nebraska, Inc. (Principal Financial and Accounting Officer) 61 INDEX OF EXHIBITS Number Description Page No. Exhibit 1.1 - Form of Underwriting Agreement incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-55626). Exhibit 1.2 - Form of U.S. Distribution Agreement incorporated by reference to ConAgra's Registration Statement on Form S-3 (33- 55626). Exhibit 1.3 - Form of Underwriting Agreement with respect to the Preferred Securities incorporated by reference to Exhibit 1.3 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 4.1 - Indenture, dated as of October 8, 1990, between ConAgra and The Chase Manhattan Bank (National Association), Trustee incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-36967). Exhibit 4.2 - Forms of Notes incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-55626). Exhibit 4.4 - Articles of Organization of ConAgra Articles Capital and Articles of Correction incorporated by reference to Exhibit 4.4 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 4.5 - Operating Agreement of ConAgra Capital incorporated by reference to Exhibit 12 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.6 - Written Action establishing the terms of the Series B Adjustable Rate Cumulative Preferred Securities incorporated by reference to Exhibit 1 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.7 - Written Action establishing the terms of the 9% Series A Preferred Securities incorporated by reference to Exhibit 2 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.8 - Form of Written Action Establishing the Preferred Securities. Exhibit 4.9 - Indenture, dated March 10, 1994, between ConAgra and First Trust National Association, 62 Trustee incorporated by reference to Exhibit 3 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.10 - First Supplemental Indenture dated April 20, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association in Trustee incorporated by reference to Exhibit 4 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.11 - Second Supplemental Indenture dated April 20, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association in Trustee incorporated by reference to Exhibit 5 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.12 - Third Supplemental Indenture dated June 1, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association in Trustee incorporated by reference to Exhibit 6 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.13 - Fourth Supplemental Indenture dated June 1, 1994 to the Indenture dated March 10, 1994 between ConAgra, Inc. and First Trust National Association in Trustee incorporated by reference to Exhibit 7 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 4.14 - Form of Supplemental Indenture Exhibit 5.1 - Opinion of McGrath, North, Mullin & Kratz, P.C. Exhibit 5.2 - Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. Exhibit 8 - Opinion of Davis Polk & Wardwell with respect to certain tax matters Exhibit 10.1 - Payment and Guarantee Agreement with respect to the Preferred Securities incorporated by reference to Exhibit 13 filed with ConAgra's Form 8-K dated June 8, 1994. Exhibit 10.2 - Agreement as to Expenses and Liabilities with respect to the Preferred Securities incorporated by reference to Exhibit 14 filed with ConAgra's Current Report on Form 8-K dated June 8, 1994. Exhibit 12 - Statement re: Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the 63 Fiscal Year ended May 29, 1994 and Exhibit 12.1 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 28, 1994. Exhibit 23.1 - Consent of Deloitte & Touche LLP. Exhibit 23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). Exhibit 23.3 - Consent of Davis Polk & Wardwell (included in Exhibit 8). Exhibit 23.4 - Consent of Dickinson, Mackaman, Tyler & Hagen, P.C. (included in Exhibit 5.2). Exhibit 24 - Powers of Attorney. Exhibit 25.1 - Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act incorporated by reference to Exhibit 25.1 filed with ConAgra's Registration Statement on Form S-3 (33-52649). Exhibit 25.2 - Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act incorporated by reference to Exhibit 25.2 filed with ConAgra's Registration Statement on Form S-3 (33-52649). ____________________ 64 EX-4 2 EXHIBIT 4.8 EXHIBIT 4.8 FORM OF WRITTEN ACTION Terms of the Series __ Cumulative Preferred Securities DATED AS OF , 199__ WRITTEN ACTION OF THE MANAGING MEMBERS PURSUANT TO SECTION 3.02 OF THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT The undersigned, constituting all of the Managing Members of ConAgra Capital, L.C., an Iowa limited liability company (the "Company"), pursuant to Section 3.02 of the Limited Liability Company Operating Agreement (the "Operating Agreement" dated as of March 11, 1994 by and among the Managing Members, do hereby authorize the issue of, and establish the relative rights, powers and duties of, a series of Series __ Preferred Membership Interests (as defined in the Operating Agreement), as follows: 1. Definitions. All terms defined in the Operating Agreement and not otherwise defined herein shall have for purposes hereof the meanings provided for therein. The following additional terms have the respective meanings specified below: "Applicable Price" means as of any date of determination and with respect to any Series __ Preferred Security, the stated liquidation preference of such Series __ Preferred Security, plus accumulated and unpaid dividends (whether or not declared) to the date of such determination. "Business Day" means any day other than a day on which banking institutions in The City of New York are authorized or required by law to close. "Debentures" means all debentures issued and outstanding under the Subordinated Indenture. "DTC" means The Depository Trust Company, as depositary for the Series __ Preferred Securities (as defined below). "Expense Agreement" means the Agreement as to Expenses and Liabilities dated as of April 20, 1994 between ConAgra and the Company. "Guarantee" means the Payment and Guarantee Agreement dated as of April 20, 1994, executed and delivered by ConAgra for the benefit of the holders from time to time of the Series __ Preferred Securities and other Preferred Interests of the Company. "Series __ Debentures" means the $ aggregate principal amount of ConAgra's Series __ Debentures issued pursuant to the Subordinated Indenture. "Subordinated Indenture" means the Indenture, dated as of March 10, 1994, the First Supplemental Indenture dated April 20, 1994, the Second Supplemental Indenture dated April 20, 1994, the Third Supplemental Indenture dated June 1, 1994, the Fourth Supplemental Indenture dated June 1, 1994, the Fifth Supplemental Indenture dated __________, and the Sixth Supplemental Indenture dated __________, between ConAgra and First Trust National Association, as trustee. "Underwriting Agreement" means the Underwriting Agreement dated as of , 199__, among ConAgra, the Company, ______________________________________________ as representative(s) of the several underwriters named therein. 2. Designation. Series Preferred Membership Interests with a liquidation preference of $25 per interest are hereby authorized and designated as "Series __ Cumulative Preferred Securities" (hereinafter called the "Series __ Preferred Securities"). 3. Voting. Except as otherwise provided in the Act, the Operating Agreement (including, without limitation, Section 3.02(e) thereof) or this Written Action, Preferred Members holding the Series __ Preferred Securities shall have, with respect to such Series __ Preferred Securities, no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Members. 4. Periodic Distributions. (a) Periodic distributions (herein referred to as "dividends") on the Series __ Preferred Securities shall be cumulative. Dividends shall accrue from , 199__ and shall be payable monthly in arrears on the last day of each calendar month of each year, commencing on ___________, 199__. (b) The dividend rate for dividends payable on the Series __ Preferred Securities from and including _______________, 199__, to and including _________, 1994 will be % per annum. [In the case of fixed rate preferred securities ___% per annum, or in the case of adjustable rate the dividend rate for each monthly dividend period 2 thereafter will be the rate per annum equal to the Applicable Rate (as defined below) in effect for the Quarterly Period (as defined below) in which such dividend period occurs.] The amount of dividends payable for any full monthly dividend period shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly dividend period, shall be computed on the basis of the actual number of days elapsed in such period. The Company shall only pay dividends to the extent it has funds legally available to make such payments. (c) Dividends on the Series __ Preferred Securities shall be declared by the Managing Members to the extent that the Managing Members reasonably anticipate that at the time of payment the Company will have, and must be paid by the Company to the extent that at the time of proposed payment it has, (i) funds legally available for the payment of such dividends and (ii) cash on hand sufficient to permit such payments. (d) Dividends declared on the Series __ Preferred Securities shall be payable to the record holders thereof as they appear on the register for the Series __ Preferred Securities maintained by or on behalf of the Company on the relevant record date, which shall be one Business Day prior to the relevant payment date. Subject to any applicable laws and regulations, each such payment shall be made through the facilities of DTC. If any date on which dividends are payable on the Series __ Preferred Securities is not a Business Day, then the payment of the dividend payable on such date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (e) Except as described in the Operating Agreement and in this Written Action, the Series __ Preferred Securities shall have no other right to participate in the profits of the Company. (f) If dividends have not been paid in full on the Series __ Preferred Securities, the Company shall not: (i) pay, or declare and set aside for payment, any dividends on the Preferred Interests of any other series or any other preferred interests of the Company ranking pari passu with the Series __ Preferred Securities as regards participation in profits of the 3 Company ("Dividend Parity Securities"), unless the amount of any dividends declared on any Dividend Parity Securities is paid on Dividend Parity Securities and the Series __ Preferred Securities on a pro rata basis on the date such dividends are paid on such Dividend Parity Securities, so that (x) (A) the aggregate amount paid as dividends on the Series __ Preferred Securities bears to (B) the aggregate amount paid as dividends on Dividend Parity Securities the same ratio as (y) (A) the aggregate of all accumulated arrears of unpaid dividends on the Series __ Preferred Securities bears to (B) the aggregate of all accumulated arrears of unpaid dividends on Dividend Parity Securities; (ii) pay, or declare and set aside for payment, any dividends on any interests in the Company ranking junior to the Series __ Preferred Securities as to dividends ("Dividend Junior Securities"); or (iii) redeem, purchase or otherwise acquire any Dividend Parity Securities or Dividend Junior Securities; until, in each case, such time as all accumulated arrears of unpaid dividends on the Series __ Preferred Securities shall have been paid in full for all dividend periods terminating on or prior to, in the case of clauses (i) and (ii), such payment, and in the case of clause (iii), the date of such redemption, purchase or other acquisition. For purposes of the foregoing, so long as the Preferred Interests of any series are represented by one or more global certificates, dividends on such series of Preferred Interests shall have been paid in full with respect to any dividend payment date for such series when the amount of dividends payable on such date has been paid to DTC. 5. Ranking; Liquidation. (a) The Series __ Preferred Securities shall, with respect to dividend rights and rights on liquidation, dissolution or winding up, rank (i) pari passu with all other series of Preferred Interests issued by the Company and (ii) prior to any other interests of the Company, including the Common Interests. So long as any Series __ Preferred Securities remain outstanding, the Company shall not issue any interests ranking, as to participation in the profits or assets of the Company, senior to the Series __ Preferred Securities. 4 (b) In the event of the liquidation of the Company, holders of Series __ Preferred Securities shall be entitled to receive for each Series __ Preferred Security a liquidation preference of $25 plus accumulated and unpaid dividends (whether or not declared) to the date of payment. Prior to _____________-, 199__, payment of such liquidation preference shall be made by distributing to each holder of Series __ Preferred Securities one or more Series __ Debentures having an aggregate principal amount and accrued and unpaid interest equal to such liquidation preference. Such Series __ Debentures shall have the terms specified in Section 7(b) for exchanges of Series __ Debentures for Series __ Preferred Securities. 6. Redemption. (a) The Series __ Preferred Securities shall be redeemable at the option of the Company and subject to the prior consent of ConAgra, in whole or in part from time to time, on or after _____________, 199__, upon not less than 30 nor more than 60 days' notice, at the Applicable Price (with the date of any such redemption being a "Redemption Date"). If a partial redemption would result in a delisting of the Series __ Preferred Securities from the New York Stock Exchange, the Company may only redeem the Series __ Preferred Securities in whole. (b) ConAgra shall have the right at any time to cause ConAgra Capital, upon not less than 30 nor more than 60 days' notice, to redeem the Series __ Preferred Securities at the Applicable Price if ConAgra and ConAgra Capital have been advised by independent nationally recognized legal counsel that, as a result of any change in U.S. law as described in Section 7(a) hereof, there exists more than an insubstantial risk that ConAgra would be precluded from deducting the interest on the Series __ Debentures for federal income tax purposes even if the Series __ Preferred Securities were exchanged for the Series __ Debentures as described in Section 7(a) hereof. (c) The Series __ Preferred Securities shall be subject to mandatory redemption at the Applicable Price with the proceeds from the repayment by ConAgra when due or prepayment by ConAgra of the Series __ Debentures, subject to the provisions in Section 4(f)(iii) hereof. Notwithstanding the foregoing, the Series __ Preferred Securities will not be subject to mandatory redemption when the Series __ Debentures relating to the Series __ Preferred Securities are due if ConAgra elects to exchange such Series __ Debentures for new debentures or to repay such Debentures and reborrow the proceeds from such repayment nor will such Series __ Preferred Securities be subject to mandatory redemption if such Series __ Debentures are optionally prepaid and ConAgra elects to reborrow the proceeds from such prepayment; provided that ConAgra may not so elect to 5 exchange any such Series __ Debentures or to reborrow the proceeds from any repayment or prepayment of such Series __ Debentures, unless at the time of each such exchange or reborrowing the Company owns all of such Series __ Debentures and, as determined in the judgment of the Managing Members and the Company's financial advisor (selected by the Managing Members and who shall be unaffiliated with ConAgra and shall be among the 30 largest investment banking firms, measured by total capital, in the United States at the time new debentures are to be issued in connection with such exchange or reborrowing), (a) ConAgra is not bankrupt, insolvent or in liquidation, (b) no event of default or event which with the giving of notice or the passage of time would constitute an event of default on any debenture pertaining to Preferred Securities of any series has occurred and is continuing, (c) ConAgra has made timely payments on the repaid Series __ Debentures for the immediately preceding 18 months, (d) the Company is not in arrears on payments of dividends on the Series __ Preferred Securities, (e) there is then no present reason to believe ConAgra will be unable to make timely payment of principal and interest on such new debentures, (f) such new debentures are being issued on terms, and under circumstances, that are consistent with those which a lender would then require for a loan to an unrelated party, (g) such new debentures are being issued at a rate sufficient to provide payments equal to or greater than the amount of distributions required under the Preferred Securities of such series, (h) such new debentures are being issued for a term that is consistent with market circumstances and ConAgra's financial condition, (i) immediately prior to issuing such new debentures, the senior unsecured long-term debt of ConAgra is (or if no such debt is outstanding, would be) rated not less than BBB (or the equivalent) by Standard & Poor's Corporation and Baa1 (or the equivalent) by Moody's Investors Service, Inc. (or if either of such rating organizations is not then rating ConAgra's senior unsecured long-term debt, the equivalent of such rating by any other "nationally recognized statistical rating organization," as that term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act) and any subordinated unsecured long-term debt of ConAgra or, if there is no such debt then outstanding, the Series __ Preferred Securities, are rated not less than BBB- (or the equivalent) by Standard & Poor's Corporation or Baa3 (or the equivalent) by Moody's Investors Service, Inc. or the equivalent of either such rating by any other "nationally recognized statistical rating organization" and (j) such new debentures will have a final maturity no later than the one hundredth anniversary of the first issuance of the Series __ Preferred Securities. (d) The Company may not redeem any Preferred Interests of any series unless all accumulated arrearages of 6 unpaid dividends have been paid on all Series __ Preferred Securities for all monthly dividend periods terminating on or prior to the date of redemption. (e) If the Company gives a notice of redemption in respect of the Series __ Preferred Securities, then, by 12:00 noon, New York time, on the applicable Redemption Date, the Company will irrevocably deposit with DTC funds sufficient to pay the Applicable Price and will give DTC irrevocable instructions and authority to pay the Applicable Price to the holders thereof. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of holders of the Series __ Preferred Securities so called for redemption will cease, except the right of the holders of such Series __ Preferred Securities to receive the Applicable Price, but without interest, and such interests will cease to be outstanding. If any date on which any payment in respect of the redemption of Series __ Preferred Securities is not a Business Day, then payment of the Applicable Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day. If payment of the Applicable Price in respect of the Series __ Preferred Securities is improperly withheld or refused and not paid either by the Company or by ConAgra pursuant to the Guarantee, dividends on such Series __ Preferred Securities will continue to accrue, at the applicable rate from time to time, from the Redemption Date originally established by the Company for such interests to the date such Applicable Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Applicable Price. (f) Subject to the foregoing and applicable law (including, without limitation, U.S. federal securities laws) ConAgra or its subsidiaries may at any time and from time to time purchase outstanding Series __ Preferred Securities by tender, in the open market or by private agreement. 7. Exchange. (a) ConAgra may cause the Company, upon not less than 30 nor more than 60 days' notice, to exchange the Series __ Preferred Securities for Series __ Debentures having an aggregate principal amount and accrued and unpaid interest equal to the Applicable Price and an adjustable interest rate thereon equal to the adjustable dividend rate on the Series __ Preferred Securities if ConAgra and the Company have been advised by independent nationally recognized legal counsel that, as a result of any change after , 199__ in U.S. law (including the enactment 7 or imminent enactment of any legislation, the publication of any judicial decisions or regulatory rulings or a change in the official position or in the interpretation of law or regulations), there exists more than an insubstantial risk that (i) ConAgra will be precluded from deducting the interest on the Series __ Debentures for federal income tax purposes or (ii) the Company is subject to federal income tax with respect to the interest received on the Series __ Debentures. (b) Upon exchange of the Series __ Preferred Securities for Series __ Debentures, (i) the Series __ Debentures shall no longer be subject to mandatory prepayment upon the dissolution, winding up or liquidation of the Company, (ii) the Series __ Debentures shall not be subject to an election by ConAgra to exchange the Series __ Debentures for new debentures or to repay the Series __ Debentures and reborrow the proceeds from such repayment, (iii) ConAgra shall use its best efforts to have the Series __ Debentures listed on the same exchange on which the Series __ Preferred Securities are listed, (iv) the Subordinated Indenture or Series __ Debentures may, thereafter, be modified or amended only with the consent of the holders of not less than 66 2/3% in principal amount of the Debentures at the time outstanding (excluding any such Debentures held by ConAgra or an affiliate of ConAgra), provided, however, that no such modification or amendment may, without the consent of the holder of each Series __ Debenture affected thereby, (a) extend the stated maturity of the principal of any Series __ Debenture, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the currency in which the principal thereof or interest thereon is payable or impair the right to institute suit for the enforcement of any payment on any Series __ Debenture when due or (b) reduce the aforesaid percentage in principal amount of Debentures of any series the consent of the holders of which is required for any such modification, (v) ConAgra's obligation to pay Additional Interest (as defined in the Series __ Debentures), other than Additional Interest, if any, accrued and unpaid to such date of exchange, shall cease and (vi) the provisions relating to Events of Default contained in Section 5.1 of the Subordinated Indenture (as in effect on the date hereof) rather than those contained in the Series __ Debentures shall apply. (c) After the date fixed for any such exchange, (i) the Series __ Preferred Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee, as the record holder of the Series __ Preferred Securities, will exchange the global certificate or certificates representing the Series __ Preferred Securities for a registered global 8 certificate or certificates representing the Series __ Debentures to be delivered upon such exchange and (iii) any certificates representing Series __ Preferred Securities not held by DTC or its nominee will be deemed to represent Series __ Debentures having a principal amount equal to the stated liquidation preference of such Series __ Preferred Securities until such certificates are presented to the Company or its agent for exchange. 8. No Sinking Fund. The Series __ Preferred Securities shall not be subject to the operation of a retirement or sinking fund. 9. Appointment of Trustee in Certain Circumstances. The provisions of Section 3.02(f) shall apply to the Series __ Preferred Securities and the holders of the Series __ Preferred Securities shall have the right to vote for the appointment of a trustee as provided therein. 10. Meetings. (a) Any required approval of holders of Series __ Preferred Securities may be given at a separate meeting of such holders convened for such purpose or at a meeting of interestholders of the Company or pursuant to written consent. The Company shall cause a notice of any meeting at which holders of the Series __ Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such holders, to be mailed to each holder of record of the Series __ Preferred Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such holders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (b) Notwithstanding that holders of Series __ Preferred Securities are entitled to vote or consent under any of the circumstances described herein, in the Articles of Organization or in the Operating Agreement, any of the Preferred Interests of any series that are owned by ConAgra or any entity owned more than 50% by ConAgra, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding. 11. Book-Entry-Only Issuance; The Depository Trust Company. (a) DTC, New York, New York, will act as securities depository for the Series __ Preferred Securities. The Series __ Preferred Securities will be issued only as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). 9 (b) Redemption notices shall be sent to Cede & Co. If less then all of the Series __ Preferred Securities are being redeemed, such securities shall be redeemed in accordance with DTC's then current practice. (c) DTC may discontinue providing its services as securities depository with respect to the Series __ Preferred Securities by giving reasonable notice to the Company as provided in the agreement between the Company and DTC. Under such circumstances, if a successor securities depository is not obtained, the Company at its expense shall cause certificates for Series __ Preferred Securities to be printed and delivered as promptly as practicable. 12. Guarantee of Liabilities. It shall be a condition precedent to the issuance of the Series __ Preferred Securities that ConAgra has executed the Guarantee and the Expense Agreement. 13. Registrar and Transfer Agent. The Company hereby appoints Chemical Bank as its initial registrar and transfer agent for the Series __ Preferred Securities. 14. Governing Law. This Written Action shall be governed by and construed in accordance with the laws of the State of Iowa without giving effect to the principles of conflict of laws thereof. IN WITNESS WHEREOF, the undersigned Managing Members of the Company have hereto set their hands as of the day and year first above written. CP NEBRASKA, INC. By:______________________ Name: James P. O'Donnell Title: Vice President, Finance and Treasurer HW NEBRASKA, INC. By:______________________ Name: James P. O'Donnell Title: Vice President, Finance and Treasurer 10 EX-4 3 EXHIBIT 4.14 Exhibit 4.14 Form of Supplemental Indenture ======================================== CONAGRA, INC. AND FIRST TRUST NATIONAL ASSOCIATION Trustee _____ Supplemental Indenture Dated as of ___________, 199__ Providing for Issuance of Series __ Debentures due _____ in connection with the issuance by ConAgra Capital, L.C. of its Series __ Cumulative Preferred Securities ======================================== SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of ___________, 199__, between CONAGRA, INC., a Delaware corporation (the "Issuer"), and FIRST TRUST NATIONAL ASSOCIATION, a national banking corporation (the "Trustee"). W I T N E S S E T H : WHEREAS, in accordance with Sections 2.1, 2.3 and 8.1 of the Subordinated Indenture dated as of March 10, 1994, between the Issuer and the Trustee (the "Indenture"), this Supplemental Indenture is being entered into in order to establish the form and terms of a series of Securities to be issued in connection with the issuance by ConAgra Capital, L.C., an Iowa limited liability company ("Capital"), of its Series __ Cumulative Preferred Securities (the "Series __ Preferred Securities"); WHEREAS, the Issuer has duly authorized the execution and delivery of this Supplemental Indenture to provide, among other things, for the authentication, delivery and administration of such series of Securities; WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to Indenture according to its terms and the terms of the Indenture have been done; NOW, THEREFORE: In consideration of the premises and the purchases of such series of Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of such series of Securities as follows: ARTICLE ONE DEFINITIONS SECTION 1.1 Certain Terms Defined in the Indenture. All capitalized terms used herein without definition shall have the meanings specified in the Indenture. 1 SECTION 1.2 Additional Terms Defined. As used in this Supplemental Indenture, the additional terms set forth below shall have the following meanings: "Additional Interest" shall have the meaning set forth in Section 2.8 hereof. "Common Interests" shall mean Common Membership Interests as defined in the Operating Agreement. "DTC" shall mean The Depository Trust Company as initial depositary of the Series __ Debentures upon a Preferred Security Exchange. "Event of Default" shall (a) prior to a Preferred Security Exchange, have the meaning set forth in Section 2.12 hereof and (b) on and after a Preferred Security Exchange, have the meaning set forth in Section 5.1 of the Indenture. "Expense Agreement" means the Agreement as to Expenses and Liabilities dated as of April 20, 1994, between the Issuer and Capital. "Guarantee" means the Payment and Guarantee Agreement dated as of April 20, 1994, executed and delivered by the Issuer for the benefit of the holders from time to time of the Series __ Preferred Securities and other Preferred Interests of Capital. "Managing Members" means HW Nebraska, Inc., a Nebraska corporation, and CP Nebraska, Inc., a Nebraska corporation, as managing members of Capital. "Operating Agreement" means the Limited Liability Company Operating Agreement dated as of March 11, 1994, by and among the Managing Members. "Preferred Interests" means Series Preferred Membership Interests as defined in the Operating Agreement. "Preferred Security Exchange" means an exchange of Series __ Debentures for Series __ Preferred Securities pursuant to Section 7 of the Written Action. "Underwriting Agreement" means the underwriting agreement dated as of _____________, 199__, among the Issuer, Capital and __________________________________ as representative(s) of the several underwriters named therein. "Written Action" means the Written Action of the Managing Members Pursuant to Section 3.02 of the Operating 2 Agreement dated __________________, 199__, establishing the terms of the Series __ Preferred Securities. ARTICLE TWO ISSUANCE OF SERIES __ DEBENTURES SECTION 2.1 Issuance of Series __ Debentures. There shall be a series of Securities designated "Series __ Debentures due _____" (the "Series __ Debentures") and such Series __ Debentures shall have the terms set forth in this Article Two in accordance with the provisions of the Indenture and this Supplemental Indenture. SECTION 2.2 Limitation on Aggregate Principal Amount. The aggregate principal amount of the Series __ Debentures which may be authenticated and delivered shall be limited to $__________. SECTION 2.3 Maturity of the Series __ Debentures. Subject to the provisions of Sections 2.4 and 2.5, the entire principal amount of the Series __ Debentures shall become due and payable, together with any accrued and unpaid interest thereon, including Additional Interest, if any, on the earlier of (a) _____________ (subject to the Issuer's right to exchange the Series __ Debentures for new debentures pursuant to Section 2.6) and (b) the date upon which Capital shall be dissolved, wound-up or liquidated; provided that the parenthetical to clause (a) and the entirety of clause (b) shall be inapplicable on and after the date of any Preferred Security Exchange. SECTION 2.4 Mandatory Prepayment of Series __ Debentures upon redemption of Series __ Preferred Securities. Notwithstanding the provisions of Section 2.3, if Capital redeems the Series __ Preferred Securities in accordance with the terms thereof, the Series __ Debentures pertaining to the Series __ Preferred Securities shall become due and payable in a principal equal to the aggregate stated liquidation preference of the Series __ Preferred Securities so redeemed, together with any and all accrued interest thereon, including Additional Interest, if any. Any payment pursuant to this Section 2.4 shall be made prior to 12:00 noon, New York time, on the date fixed for such redemption or at such other time on such earlier date as Capital and the Issuer shall agree. SECTION 2.5 Optional Prepayment. Upon not less than 30 nor more than 60 days' prior notice, the Issuer shall have the right to prepay the Series __ Debentures relating to the Series __ Preferred Securities (together with any accrued but unpaid interest, including Additional 3 Interest, if any, on the portion being prepaid), without premium or penalty, (i) in whole or in part, as the case may be, at any time on or after _____________; and (ii) in whole at any time if the Issuer and Capital have been advised by independent nationally recognized legal counsel that, as a result of any change after ____________ in United States law (including the enactment or imminent enactment of any legislation, the publication of any judicial decisions or regulatory rulings or a change in the official position or in the interpretation of law or regulations), there exists more than an insubstantial risk that the Issuer will be precluded from deducting the interest on the Series __ Debentures for federal income tax purposes even if the Series __ Preferred Securities are exchanged for the Series __ Debentures pursuant to a Preferred Security Exchange. SECTION 2.6 Exchange of Series __ Debentures for New Debentures. Notwithstanding the provisions of Section 2.3, prior to a Preferred Security Exchange, in lieu of repaying the Series __ Debentures relating to the Series __ Preferred Securities when due, the Issuer may elect to exchange such Series __ Debentures for new debentures with an equal aggregate principal amount issued under the Indenture with terms substantially identical to the Series __ Debentures; provided that the Issuer may not so elect to exchange any Series __ Debentures, unless at the time of such exchange Capital owns all of the Series __ Debentures and, as determined in the judgment of the Managing Members and Capital's financial advisor (selected by the Managing Members and who shall be unaffiliated with the Issuer and shall be among the 30 largest investment banking firms, measured by total capital, in the United States at the time of such exchange), (a) the Issuer is not bankrupt, insolvent or in liquidation, (b) no Event of Default or event that with the giving of notice or the passage of time would constitute an Event of Default on any Securities pertaining to Preferred Interests of any series, has occurred and is continuing, (c) the Issuer has made timely payments on the Series __ Debentures for the immediately preceding 18 months, (d) Capital is not in arrears on payments of distributions on the Series __ Preferred Securities, (e) there is then no present reason to believe the Issuer will be unable to make timely payment of principal and interest on such new debentures, (f) such new debentures are being issued on terms, and under circumstances, that are consistent with those which a lender would then require for a loan to an unrelated party, (g) such new debentures are being issued at a rate sufficient to provide payments equal 4 to or greater than the amount of distributions required under the Series __ Preferred Securities, (h) such debentures are being issued for a term that is consistent with market circumstances and the Issuer's financial condition, (i) immediately prior to issuing such new debentures, the senior unsecured long-term debt of the Issuer is (or if no such debt is outstanding, would be) rated not less than BBB (or the equivalent) by Standard & Poor's Corporation and Baa1 (or the equivalent) by Moody's Investors Service, Inc. (or if either of such rating organizations is not then rating the Issuer's senior unsecured long-term debt, the equivalent of such rating by any other "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended) and any subordinated unsecured long-term debt of the Issuer or, if there is no such debt then outstanding, the Series __ Preferred Securities, are rated not less than BBB- (or the equivalent) by Standard & Poor's Corporation or Baa3 (or the equivalent) by Moody's Investors Service, Inc. or the equivalent of either such rating by any other "nationally recognized statistical rating organization" and (j) such new debentures will have a final maturity no later than the one hundredth anniversary of the issuance of the Preferred Interests of the first series issued. SECTION 2.7 Denomination and Interest on the Series __ Debentures. (a) The Series __ Debentures shall be issuable as Registered Securities in denominations of $25 and any multiple thereof. (b) The Series __ Debentures shall bear interest at a rate equal to ____% per annum from ____________ to and including _______________ and will bear interest for each monthly interest period thereafter at a rate per annum [if fixed rate, ___% thereafter] [or if adjustable rate at a rate per annum equal to the applicable interest r]. To the extent allowed by law, the Issuer will also pay interest on overdue installments of interest at the rate used to compute such installments. The amount of interest payable for any full monthly interest period shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly interest period, shall be computed on the basis of the actual number of days elapsed in such period. Such interest shall be payable monthly on the last day of each calendar month (an "Interest Payment Date") commencing on __________ to the holder or holders of the Series __ Debenture on the relevant record date (each, a "Record Date"), which shall be one Business Day prior to the relevant Interest Payment Date. If Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on 5 the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and the Record Date for such Interest Payment Date shall be one Business Day prior to the date on which payment is to be made), in each case with the same force and effect as if made on such date. SECTION 2.8 Additional Interest. If at any time following the issuance of the Common Interests, Capital shall be required to pay, with respect to its income derived from the interest payments on the Series __ Debentures, any amounts, for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed by the United States or any other taxing authority, then, in any such case, the Issuer will pay as interest such additional amounts ("Additional Interest") as may be necessary in order that the net amounts received and retained by Capital after the payment of such taxes, duties, assessments or governmental charges shall result in Capital's having such funds as it would have had in the absence of the payment of such taxes, duties, assessments or governmental charges. SECTION 2.9 Extension of Interest Period. Notwithstanding the provisions of Section 2.7 hereof, the Issuer shall have the right at any time or times during the term of the Series __ Debentures, so long as the Issuer is not in default in the payment of interest under any of the Securities, to extend the interest payment period for the Series __ Debentures up to 18 months; provided that at the end of such period the Issuer shall pay all installments of interest then accrued and unpaid (together with interest thereon at the rate used to compute such installments to the extent permitted by applicable law); provided further that, during any such extended interest period, neither the Issuer nor any majority owned subsidiary of the Issuer shall pay or declare any dividends on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than payments to redeem common share purchase rights under the Issuer's shareholder rights plan dated July 10, 1986, as amended, or to declare a dividend of similar share purchase rights in the future); and provided further that any such extended interest period may only be selected with respect to the Series __ Debentures if an extended interest period of identical length is simultaneously selected for all Securities. Prior to the termination of any such extended interest payment period for the Series __ Debentures, the Issuer may further extend the interest payment period for the Series __ Debentures; provided that such extended interest payment period for the Series __ Debentures together with all such further extensions thereof, may not exceed 18 months; and provided 6 further that any such further extended interest period may only be selected with respect to the Series __ Debentures if a further extended interest period of identical length is simultaneously selected for all Securities. Following the termination of any extended interest payment period, if the Issuer has paid all accrued and unpaid interest required by the Series __ Debentures for such period, then the Issuer shall have the right to again extend the interest payment period up to 18 months as herein described. The Issuer shall give Capital notice of its selection of any extended interest payment period one Business Day prior to the earlier of (i) the date Capital declares the related distribution, if any, to holders of the Common Interests or (ii) the date Capital is required to give notice of the record or payment date of such related distribution to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Common Interests, but in any event not less than two Business Days prior to such record date. SECTION 2.10 Set-off. Notwithstanding anything to the contrary herein, prior to any Preferred Security Exchange the Issuer shall have the right to set off any payment it is otherwise required to make hereunder with and to the extent the Issuer has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee provided Issuer shall not affect any set off with respect to the Series __ Debentures until all payments required under the Series __ Debentures have been made. SECTION 2.11 Certain Covenants. (a) So long as the Preferred Interests remain outstanding, neither the Issuer nor any majority-owned subsidiary of the Issuer shall declare or pay any dividend on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Issuer's capital stock or make any guarantee payments with respect to the foregoing (other than payments under the Guarantee, payments to redeem common share purchase rights under the Issuer's shareholder rights plan dated July 10, 1986, as amended, or the declaration of a dividend of similar share purchase rights in the future) if at such time the Issuer is in default with respect to its payment obligations under the Guarantee or the Expense Agreement or there shall have occurred an Event of Default or any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Securities. (b) So long as the Preferred Interests remain outstanding, the Issuer shall (i) not cause or permit any Common Interests to be transferred, (ii) maintain direct or indirect ownership of all outstanding securities in Capital 7 other than the Preferred Interests of any series and any other securities permitted to be issued by Capital that would not cause Capital to become an "investment company" under the Investment Company Act of 1940, as amended, (iii) cause at least 21% of the total value of Capital and at least 21% of all interests in the capital, income, gain, loss, deduction and credit of Capital to be represented by Common Interests, (iv) not voluntarily dissolve, windup or liquidate Capital or either of the Managing Members, (v) cause HW Nebraska, Inc. and CP Nebraska, Inc. to remain the Managing Members of Capital and timely perform all of their respective duties as Managing Members of Capital, and (vi) use reasonable efforts to cause Capital to remain a limited liability company and otherwise continue to be treated as a partnership for U.S. federal income tax purposes; provided that the Issuer may permit Capital, solely for the purpose of changing its domicile or avoiding tax consequences adverse to the Issuer, Capital or holders of Preferred Interests, to consolidate or merge with or into a limited liability company or a limited partnership formed under the laws of any state of the United States of America; provided that (1) such successor limited liability company or limited partnership (x) expressly assumes all of the obligations of Capital under the Common Interests and other series of Preferred Interests then outstanding or (y) substitutes for the Common Interests and any series of Preferred Interests then outstanding other securities having substantially the same terms as the Common Interests and any such Preferred Interests (the "Successor Securities") so long as the Successor Securities rank, with respect to participation in the profits and assets of such successor entity, at least as senior as the Common Interests and any such Preferred Interests rank, respectively, with respect to participation in the profits and assets of Capital, (2) the Issuer expressly acknowledges such successor as the holder of all of the Series __ Debentures and other series of debentures issued under the Indenture then outstanding, (3) such merger or consolidation does not cause any series of Preferred Interests then outstanding to be delisted by any national securities exchange or other organization on which such series is then listed, (4) the holders of Common Interests and any such Preferred Interests do not suffer any adverse tax consequences as a result of such merger or consolidation, (5) such merger or consolidation does not cause any Preferred Interests to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and (6) following such merger or consolidation, neither the Issuer nor such successor limited liability company or limited partnership will be an "investment company" for purposes of the Investment Company Act of 1940, as amended. 8 (c) So long as the Series __ Preferred Interests remain outstanding, the Issuer shall not consolidate with or merge into any other Person or sell its property and assets as, or substantially as, an entirety to any Person and shall not permit any Person to merge into or consolidate with the Issuer unless (i) in case the Issuer shall consolidate with or merge into another Person or sell its properties and assets as, or substantially as, an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which purchases the properties and assets of the Issuer as, or substantially, as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State or the District of Columbia, and shall expressly assume the Issuer's obligations under the Indenture, this Supplemental Indenture and the Series __ Debentures and (ii) immediately after giving effect to the transaction no Event of Default shall have occurred and be continuing. (d) So long as the Series __ Preferred Securities remain outstanding, the provisions of Sections 2.11(b) and (c) shall remain in full force and effect notwithstanding satisfaction and discharge of the Indenture pursuant to Section 10.1 thereof. SECTION 2.12 Events of Default; Remedies. Prior to any Preferred Security Exchange, "Event of Default" means any one of the following events: (a) failure to pay when due any interest under any Securities, including any Additional Interest, and such failure shall continue for a period of 30 days (whether or not payment is prohibited by the provisions contained in Article Thirteen of the Indenture or otherwise); provided that a valid extension of the interest payment period by the Issuer shall not constitute a default in the payment of interest for this purpose; (b) failure to pay when due any principal under any Securities (whether or not payment is prohibited by the provisions contained in Article Thirteen of the Indenture or otherwise); (c) failure on the part of the Issuer duly to observe or perform any other covenant or agreement on the part of the Issuer in respect of the Securities (other than a covenant or warranty in respect of the Series __ Debentures a default in the performance or breach of which is elsewhere in this Section specifically dealt with) or contained in the Indenture, this Supplemental Indenture or the Series __ Debentures, and continuance of such default or 9 breach for a period of 90 days after there as been given, by registered or certified mail, to the Issuer by the Trustee or any Holder hereof, a written notice specifying such failure or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (d) the dissolution, or winding up or liquidation of Capital; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer or any Consolidated Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or any subsidiary or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Issuer or any Consolidated Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or any Consolidated Subsidiary or for any substantial part of its property, or make any general assignment for the benefit of creditors. If an Event of Default shall occur and be continuing, then Capital will have the right (i) to declare the principal of and the interest on the Series __ Debentures (including any Additional Interest and any interest subject to an extension election) and any other amounts payable under the Series __ Debentures to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in the Indenture, this Supplemental Indenture or the Series __ Debentures to the contrary notwithstanding and (ii) to enforce its other rights hereunder and thereunder. Capital may not accelerate the principal amount of any Series __ Debenture unless the principal amount of all Securities is accelerated. If an Event of Default specified in clauses (d), (e) or (f) above shall have occurred, the principal of and interest on the Series __ Debentures shall thereupon and concurrently become due and payable without presentment, 10 demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in the Indenture, this Supplemental Indenture or the Series __ Debentures to the contrary notwithstanding. If an Event of Default specified in clause (a) or (b) above shall have occurred and be continuing and Capital shall have failed to pay any distributions on the Series __ Preferred Securities when due (other than as a result of any valid extension of the interest payment period by the Issuer for the Series __ Debentures) or to pay any portion of the redemption price of the Series __ Preferred Securities called for redemption, then any Holder of Series __ Preferred Securities may, as set forth in the terms of the Series __ Preferred Securities, enforce directly against the Issuer Capital's right hereunder to receive payments of principal and interest on the Series __ Debentures relating to such Series __ Preferred Interests but only in an amount sufficient to enable Capital to pay such distributions or redemption price. The Issuer expressly acknowledges that under the terms of Section 3.02(f) of the Operating Agreement and Section 9 of the Written Action, the holders of the outstanding Series __ Preferred Securities together with the holder of other Preferred Interests shall in certain circumstances have the right to appoint a trustee, which trustee shall be authorized to exercise Capital's creditor rights under the Indenture, this Supplemental Indenture and the Series __ Debentures and the Issuer agrees to cooperate with such trustee; provided that any trustee so appointed shall vacate office immediately in accordance with Section 3.02(f) of the Operating Agreement if all Events of Default giving rise to such right of appointment have been cured by the Issuer. Except as provided in this Section 2.12, Holders of Series __ Preferred Interests shall have no rights to enforce any obligations of the Issuer under the Indenture, this Supplemental Indenture or the Series __ Debentures. On and after a Preferred Security Exchange, the provisions of Article Five of the Indenture, including without limitation the definition of an "Event of Default", shall apply to the Series __ Debentures and this Section 2.12 shall be of no further force or effect. SECTION 2.13 Book-Entry-Only Issuance; The Depository Trust Company. On and after a Preferred Security Exchange, the provisions of this Section 2.13 shall apply. (a) DTC, New York, New York, will act as securities depository for the Series __ Debentures. The 11 Series __ Debentures will be issued as one or more global certificates only as fully-registered securities registered in the name of Cede & Co. (DTC's nominee). Such global certificates shall bear a legend in the following form: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS DEBENTURE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE AND SUPPLEMENTAL INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. or any other legend then customary for securities of a similar nature held by DTC. (b) Redemption notices shall be sent to Cede & Co. If less than all of the Series __ Debentures are being redeemed, such securities shall be redeemed in accordance with DTC's then current practice. (c) DTC may discontinue providing its services as securities depository with respect to the Series __ Debentures by giving reasonable notice to the Issuer as provided in the agreement between the Issuer and DTC. Under such circumstances, if a successor securities depository is not obtained, the Issuer at its expense shall cause certificates for Series __ Debentures to be printed and delivered as promptly as practicable. SECTION 2.14 Listing on the New York Stock Exchange. Following a Preferred Security Exchange, the Issuer will use its best efforts to have the Series __ Debentures listed on the same exchange on which the Series __ Preferred Securities are listed. 12 ARTICLE THREE MISCELLANEOUS SECTION 3.1 Notices. All notices hereunder shall be deemed given by a party hereto if in writing and delivered personally or by telegram or facsimile transmission or by registered or certified mail (return receipt requested) to the other party at the following address for such party (or at such other address as shall be specified by like notice): If to Capital, to: ConAgra Capital, L.C. c/o ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 Attention: Vice President-Finance If to the Issuer, to: ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 Attention: Vice President-Finance Any notice given by mail or telegram or facsimile transmission shall be effective when received. SECTION 3.2 Assignment; Binding Effect. The Issuer shall have the right at all times to assign any of its rights or obligations under the Indenture, this Supplemental Indenture and the Series __ Debentures to a direct or indirect wholly owned subsidiary of the Issuer(other than to any Managing Member); provided that, in the event of any such assignment, the Issuer shall remain jointly and severally liable for all such obligations; and provided further that in the event of an assignment prior to a Preferred Security Exchange the Issuer shall have received an opinion of nationally recognized tax counsel that such assignment shall not constitute a taxable event of the holders of Series __ Preferred Securities for federal income tax purposes. Except as otherwise provided in this Supplemental Indenture, Capital may not assign any of its rights under the Series __ Debentures without the prior written consent of the Issuer. Subject to the foregoing, the Indenture, this Supplemental Indenture and the Series __ Debentures shall be binding upon and inure to the benefit of the Issuer, Capital, the Holders from time to time of the Series __ Debentures and their respective successors and assigns. Except as provided in this Section 3.2 or elsewhere in this Supplemental Indenture, none of the 13 Indenture, this Supplemental Indenture nor the Series __ Debentures may be assigned by either the Issuer or Capital and any assignment by the Issuer or Capital in contravention of this Section 3.2 shall be null and void. SECTION 3.3 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE Series __ DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Section 3.5 Amendments. This Supplemental Indenture may be amended as set forth in Article Eight of the Indenture. Notwithstanding the foregoing, so long as any Series __ Preferred Securities shall remain outstanding, (i) no amendment to the provisions of the Indenture, this Supplemental Indenture or the Series __ Debentures shall be made that adversely affects the holders of any Series __ Preferred Securities then outstanding, or terminate the Indenture, this Supplemental Indenture or the Series __ Debentures, without in each case the prior consent of holders of 66-2/3% in stated liquidation preference of all Series __ Preferred Securities then outstanding, unless and until all Securities and all accrued and unpaid interest thereon (including Additional Interest, if any) shall have been paid in full and (ii) without the prior consent of holders of 100% in stated liquidation preference of all Series __ Preferred Securities then outstanding, no amendment shall be made to the provisions of this clause (ii) of Section 3.5 or to (a) extend the stated maturity of the principal of any Debenture, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or change the currency in which the principal thereof or interest thereon is payable or impair the right to institute suit for the enforcement of any payment on any Debenture when due or (b) reduce the aforesaid percentage in principal amount of Debentures of any series the consent of the holders of which is required for any such modification. Any required consent of holders of Series __ Preferred Securities pursuant to this Section 3.5 shall be in writing or shall be obtained at a meeting of Series __ Preferred Securities holders convened in the manner specified in 3.02(e) of the Operating Agreement. Section 3.6 Waivers. Capital may not waive compliance or waive any default in compliance by the Issuer of any covenant or other term in the Indenture, this Supplemental Indenture or the Series __ Debentures without 14 the approval of the same percentage of holders of Series __ Preferred Securities, obtained in the same manner, as would be required for an amendment of the Indenture, this Supplemental Indenture or the Series __ Debentures to the same effect; provided that if no approval would be required for any such amendment, then Capital may waive such compliance or default in any manner that the parties shall agree. Section 3.7 Third Party Beneficiaries. The Issuer hereby acknowledges that the holders from time to time of the Series __ Preferred Securities shall expressly be third party beneficiaries of this Supplemental Indenture. Section 3.8 Amendment to Indenture. Pursuant to Section 8.1 of the Indenture, Section 8.2 of the Indenture is hereby amended for purposes of any and all Securities, including without limitation the Series __ Debentures, issued under the Indenture by substituting the phrase "of not less than 66-2/3%" for the phrase "of not less than a majority" in the first clause of such Section 8.2. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date and year first above written. CONAGRA, INC. By: Name: Title: [SEAL] Attest: Name: Title: FIRST TRUST NATIONAL ASSOCIATION, as Trustee By: Name: Title: [SEAL] Attest: 15 Name: Title: 16 Exhibit A [Form of Face of Series __ Debenture] No. ConAgra, Inc. Series __ Debentures due ConAgra, Inc., a Delaware corporation (the "Issuer"), for value received, hereby promises to pay to or registered assigns, at the office or agency of the Issuer in The City of New York, the principal sum of $__________ Dollars on ____________, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, at a rate equal to ____% per annum from ____________ to and including _______________ and interest for each monthly interest period thereafter at a rate per annum [if fixed rate, equal to ____% or if adjustable rate, equal to the applicable interest rate. To the extent allowed by law, the Issuer will also pay interest on overdue installments of interest at the rate used to compute such installments. The amount of interest payable for any full monthly interest period shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full monthly interest period, shall be computed on the basis of the actual number of days elapsed in such period. Such interest shall be payable monthly on the last day (an "Interest Payment Date") of each calendar month, commencing on _______________ to the holder or holders of this Debenture on the relevant record date (each, a "Record Date"), which shall be one Business Day prior to the relevant Interest Payment Date. If Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and the Record Date for such Interest Payment Date shall be one Business Day prior to the date on which payment is to be made), in each case with the same force and effect as if made on such date. If at any time following the issuance of the Common Securities, Capital shall be required to pay, with respect to its income A-1 derived from the interest payments on the Series __ Debentures, any amounts, for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed by the United States or any other taxing authority, then, in any such case, the Issuer will pay as interest such additional amounts ("Additional Interest") as may be necessary in order that the net amounts received and retained by Capital after the payment of such taxes, duties, assessments or governmental charges shall result in Capital's having such funds as it would have had in the absence of the payment of such taxes, duties, assessments or governmental charges. Notwithstanding the forgoing, the Issuer shall have the right at any time or times during the term of the Series __ Debentures, so long as the Issuer is not in default in the payment of interest under any of the Securities, to extend the interest payment period for the Series __ Debentures up to 18 months; provided that at the end of such period the Issuer shall pay all installments of interest then accrued and unpaid (together with interest thereon at the rate used to compute such installments to the extent permitted by applicable law); provided further that, during any such extended interest period, neither the Issuer nor any majority owned subsidiary of the Issuer shall pay or declare any dividends on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than payments to redeem common share purchase rights under the Issuer's shareholder rights plan dated July 10, 1986, as amended, or to declare a dividend of similar share purchase rights in the future); and provided further that any such extended interest period may only be selected with respect to the Series __ Debentures if an extended interest period of identical length is simultaneously selected for all Securities. Prior to the termination of any such extended interest payment period for the Series __ Debentures, the Issuer may further extend the interest payment period for the Series __ Debentures; provided that such extended interest payment period for the Series __ Debentures together with all such further extensions thereof, may not exceed 18 months; and provided further that any such further extended interest period may only be selected with respect to the Series __ Debentures if a further extended interest period of identical length is simultaneously selected for all Securities. Following the termination of any extended interest payment period, if the Issuer has paid all accrued and unpaid interest required by the Securities for such period, then the Issuer shall have the right to again extend the interest payment period up to 18 months as herein described. The Issuer shall give Capital notice of its selection of any extended interest payment period one Business Day prior to the earlier of (i) the date Capital declares the related distribution, if any, to the holders of the Common Interests or (ii) the date Capital is required to give notice of the record or payment A-2 date of such related distribution, if any, to the holders of the Common Interests to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Common Interests, but in any event not less than two Business Days prior to such Record Date. Reference is made to the further provisions of this Debenture set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Debenture shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to below. This Debenture is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Issuer (hereinafter called the "Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of March 10, 1994 and supplemental indentures thereto (herein collectively called the "Indenture"), duly executed and delivered by the Issuer and First Trust National Association, as Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Debenture is one of a series designated as the "Series __ Debentures due ____" (the "Series __ Debentures") of the Issuer, limited in aggregate principal amount to $__________. In case an Event of Default with respect to the Series __ Debentures, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than 66-2/3% in aggregate principal amount of the Securities at the time Outstanding (as defined in the A-3 Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a majority in aggregate principal amount Outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a continuing default in the payment of the principal of or premium, if any, or interest on any of the Securities. Any such consent or waiver by the Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and any Debenture which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Debenture or such other Debentures. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Debenture in the manner, at the respective times, at the rate and in the coin or currency herein prescribed. The Series __ Debentures are issuable in registered form without coupons in denominations of $25 and any integral multiple of $25 at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Series __ Debentures may be exchanged for a like A-4 aggregate principal amount of Series __ Debentures of other authorized denominations. Upon not less than 30 nor more than 60 days' prior notice, the Issuer shall have the right to prepay the Series __ Debentures (together with any accrued but unpaid interest, including Additional Interest, if any, on the portion being prepaid), without premium or penalty, (i) in whole or in part, as the case may be, at any time on or after _____________; and (ii) in whole at any time if the Issuer and Capital have been advised by independent nationally recognized legal counsel that, as a result of any change after ____________ in United States law (including the enactment or imminent enactment of any legislation, the publication of any judicial decisions or regulatory rulings or a change in the official position or in the interpretation of law or regulations), there exists more than an insubstantial risk that the Issuer will be precluded from deducting the interest on the Series __ Debentures for federal income tax purposes, all as further provided in the Indenture. The Series __ Debentures are, to the extent and in the manner provided in the Indenture, expressly subordinate and junior in right of payment of all Senior Indebtedness as provided in the Indenture, and each holder of this Debenture, by his acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee in his behalf to take such action as appropriate to effectuate such subordination and appoints the Trustee his attorney-in-fact for any and all such purposes. The Indenture defines Senior Indebtedness as obligations (other than non-recourse obligations and the Securities) of, or guaranteed or assumed by, the Issuer for borrowed money (including both senior and subordinated indebtedness for borrowed money (other than the Securities)) or evidenced by bonds, debentures, notes or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation, whether existing as of the date hereof or subsequently incurred by the Issuer. Upon due presentment for registration of transfer of this Debenture at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, a new Debenture or Debentures of authorized denominations for an equal aggregate principal amount will be issued to the A-5 transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Debenture (whether or not this Debenture shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary. No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any indenture supplemental thereto or in any Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. A-6 Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. Dated: ConAgra, Inc. By______________________________ [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. First Trust National Association, as Trustee By__________________________ Authorized Signatory A-7 EX-5 4 EXHIBIT 5.1 EXHIBIT 5.1 McGRATH, NORTH, MULLIN & KRATZ, P.C. SUITE 1400 ONE CENTRAL PARK PLAZA 222 SOUTH 15TH STREET OMAHA, NEBRASKA 68102 (402) 341-3070 December 20, 1994 ConAgra, Inc. One ConAgra Drive Omaha, NE 68102-5001 Gentlemen: ConAgra, Inc. (the "Company") and ConAgra Capital, L.C. ("ConAgra Capital") propose to jointly 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 $250,000,000 in securities including (i) the proposed issuance from time to time of certain preferred securities of ConAgra Capital (the "Preferred Securities") and (ii) the proposed issuance from time to time of debt securities of ConAgra (the "Debt Securities") which are to be issued in one or more series from time to time under one or more indentures (each an "Indenture"), the forms of which appear as an exhibit to the Registration Statement. In connection with the issuance of any Preferred Securities, the Company may enter into certain obligations including debentures, guarantees, and expense payment agreements (collectively, the "Backup Undertakings"). 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 such Indenture and the Debt Securities. 2. The execution and delivery of each Indenture by the Company has been duly authorized, and, subject to compliance with the procedures specified in each Indenture relating to the authorization of the several series of Debt Securities, the issuance of the Debt Securities in such series will be duly ConAgra, Inc. December 20, 1994 Page 2 authorized; and when each Indenture has been duly executed and delivered by the Company and the Debt Securities of a series has been so authorized and executed by the Company, authenticated by the applicable trustee and delivered against payment therefor, the Debt Securities of such series will constitute legally issued and valid obligations of the Company. 3. When (a) the terms of the Backup Undertakings of the Company relating to the Preferred Securities have been duly established in accordance with applicable law, (b) the instruments relating to the Backup Undertakings have been duly authorized, executed and delivered, (c) the Preferred Securities to which any of the Backup Undertakings relate have been duly issued and sold and the purchase price therefor has been received, the Backup Undertakings will constitute valid and binding obligations of the Company, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor's rights and to general equity principles. 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 EX-5 5 EXHIBIT 5.2 EXHIBIT 5.2 DICKINSON, MACKAMAN, TYLER & HAGEN, P.C. ATTORNEYS AT LAW 1600 HUB TOWER 699 WALNUT STREET DES MOINES, IOWA 50309-3986 TELEPHONE (515) 246-2600 TELECOPIER (515) 246-4550 December 16, 1994 ConAgra Capital, L.C. ConAgra, Inc. c/o ConAgra, Inc. One Central Park Plaza Omaha, Nebraska 68102 Gentlemen: We have acted as special Iowa counsel to ConAgra Capital, L.C. ("ConAgra Capital"). Capitalized terms used in this opinion and not defined herein have the meanings ascribed thereto in the Articles of Organization and Articles of Correction (together, the "Articles") of ConAgra Capital and the Operating Agreement of ConAgra Capital dated as of March 11, 1994 (the "Operating Agreement") by and between CP Nebraska, Inc., a Nebraska corporation, and HW Nebraska, Inc., a Nebraska corporation (together, the "Managing Members"). In our capacity as special Iowa counsel, we have examined a copy of the Operating Agreement. In addition, we have reviewed a file-stamped copy of the Articles of Organization filed with the Iowa Secretary of State on March 10, 1994, at 4:14 p.m. Central Standard Time and a file-stamped copy of the Articles of Correction filed with the Iowa Secretary of State on March 11, 1994, at 1:13 p.m. Central Standard Time. We have also examined such other documents and records and made such investigations of law as we have deemed necessary or advisable for purposes of this opinion. We have assumed the authenticity of all documents submitted to us, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures. Based upon and subject to the foregoing, we are of the opinion that: (1) ConAgra Capital has been duly formed and is validly existing in good standing as a limited liability company under the Iowa Limited Liability Company Act, Chapter 490A of the Code of Iowa. (2) Upon authorization, issuance and payment as contemplated in and permitted by the Articles, the Operating Agreement, and the written action of the Managing Members which creates the series, the Series Preferred Membership Interests will represent valid, fully-paid and nonassessable limited liability company interests in ConAgra Capital, as to which the Preferred Members, in their capacity as members of ConAgra Capital will have no liability solely by reason of being Preferred Members in excess of their share of ConAgra Capital's assets and undistributed profits. The opinions expressed herein are qualified in the following respects: (a) We express no opinion with respect to federal, state or local taxes or tax statutes. (b) The foregoing opinions are limited in all respects to the laws of the State of Iowa. (c) This opinion is given as of the date hereof. The undersigned has no obligation to advise the addressees or any third party of changes of law or fact that occur after the date of this opinion, even though the change may affect the legal analysis, or a legal conclusion. (d) For purposes of the opinions expressed in paragraph 2 above, we have assumed that (i) the Operating Agreement remains in effect without amendment; and (ii) any Series Preferred Membership Interests issued by ConAgra Capital will be issued only upon written action of the Managing Members which creates the series. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the registration statement to be filed by ConAgra Capital and ConAgra, Inc. We hereby consent to the use of our firm name in the "legal matters" and/or "validity of securities" section of such registration statement. Very truly yours, Dickinson, Mackaman, Tyler & Hagen, P.C. By: /s/ Arthur F. Owens EX-8 6 EXHIBIT 8 EXHIBIT 8 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, N.Y. 10017 212-450-4000 FAX: 212-450-4800 December 16, 1994 ConAgra, Inc. ConAgra Capital, L.C. One ConAgra Drive Omaha, Nebraska 68102-5001 Re: Shelf Registration - U.S. $250,000,000 ConAgra Capital, L.C. ("ConAgra Capital") Preferred Securities and ConAgra, Inc. ("ConAgra") Debt Securities Dear Sirs: We have acted as special tax counsel for ConAgra Capital and ConAgra in connection with the registration of U.S. $250,000,000 ConAgra Capital Preferred Securities and ConAgra Debt Securities. In connection therewith, we have reviewed the discussion set forth under the caption "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" (the "Discussion") in the prospectus (the "Prospectus") that is part of the Registration Statement on Form S-3 filed by ConAgra Capital and ConAgra with the Securities and Exchange Commission on December 20, 1994. Capitalized terms used herein but not defined have the same meanings as provided in the Prospectus. In rendering our opinion, we have relied upon, among other things, (i) certain representations and covenants of ConAgra Capital and ConAgra and (ii) the opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. Assuming the proceeds of the offering of the Preferred Securities are used as described in the Prospectus under the caption "Use of Proceeds," it is our opinion that the Discussion is accurate. We hereby consent to the use of our name under the caption "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus. The issuance of such a consent does not concede that we are an "expert" for the purposes of the Securities Act of 1933. Very truly yours, /s/ Davis Polk & Wardwell EX-23 7 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-3 of the reports of Deloitte & Touche dated July 7, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of ConAgra, Inc. for the year ended May 29, 1994 and to the reference to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Omaha, Nebraska December 13, 1994 EX-24 8 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ C. M. Harper C. M. Harper POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Robert A. Krane Robert A. Krane POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Gerald Rauenhorst Gerald Rauenhorst POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Carl E. Reichardt Carl E. Reichardt POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Ronald W. Roskens Ronald W. Roskens POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Walter Scott, Jr. Walter Scott, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ William G. Stocks William G. Stocks POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Frederick B. Wells Frederick B. Wells POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 1st day of December, 1994. /s/ Thomas R. Williams Thomas R. Williams POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of December, 1994. /s/ Clayton K. Yeutter Clayton K. Yeutter POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute a registration statement on Form S-3 for the registration under the Securities Act of 1933 of up to $250,000,000 maximum aggregate offering price of securities of ConAgra, Inc., including but not limited to debt and/or equity securities, and/or securities into which the securities are convertible into or exchangeable for, and/or guarantees or other agreements with respect to securities of subsidiaries of Conagra, Inc., and any and all amendments and post-effective amendments and supplements to the registration statement and any and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 1st day of December, 1994. /s/ Marjorie M. Scardino Marjorie M. Scardino -----END PRIVACY-ENHANCED MESSAGE-----