-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INnQ0V//OZSrh8BG5Gvzif9Ebfv780yWziZt1uGZ5o5Z5BjklRbvgi3tA4jJnm5Y r3F9su5TTJt3OuqlNLOZzw== 0000023217-96-000037.txt : 19961010 0000023217-96-000037.hdr.sgml : 19961010 ACCESSION NUMBER: 0000023217-96-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960825 FILED AS OF DATE: 19961009 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07275 FILM NUMBER: 96640995 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 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 25, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to_____________ Commission File Number 1-7275 ___________________________________________ CONAGRA, INC. __________________________________________________________________ (Exact name of registrant, as specified in charter) Delaware 47-0248710 __________________________________________________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One ConAgra Drive, Omaha, Nebraska 68102-5001 __________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (402) 595-4000 __________________________________________________________________ (Registrant's telephone number, including area code) NA __________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ _______ Number of shares outstanding of issuer's common stock, as of September 22, 1996 was 240,757,570. PART I - FINANCIAL INFORMATION CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) AUG 25, MAY 26, AUG 27, 1996 1996 1995 _________ _________ _________ ASSETS Current assets: Cash and cash equivalents $ 34.5 $ 113.7 $ 92.2 Receivables, less allowance for doubtful accounts of $61.5, $52.1 and $61.3 2,376.7 1,428.4 2,472.3 Inventory: Hedged commodities 904.8 1,369.4 1,037.9 Other 2,521.9 2,204.0 2,471.8 _________ _________ _________ Total inventory 3,426.7 3,573.4 3,509.7 Prepaid expenses 439.4 451.4 401.5 _________ _________ _________ Total current assets 6,277.3 5,566.9 6,475.7 _________ _________ _________ Property, plant and equipment: Cost 5,022.3 4,971.3 4,666.2 Less accumulated depreciation 1,948.9 1,915.0 1,800.5 Less valuation reserve related to restructuring 176.8 235.8 - _________ _________ _________ Property, plant and equipment, net 2,896.6 2,820.5 2,865.7 Brands, trademarks and goodwill, at cost less accumulated amortization 2,457.3 2,405.6 2,519.1 Other assets 390.4 403.6 429.7 _________ _________ _________ $12,021.6 $11,196.6 $12,290.2 _________ _________ _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Millions) AUG 25, MAY 26, AUG 27, 1996 1996 1995 _________ _________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 3,521.5 $ 416.3 $ 3,062.5 Current installments of long-term debt 80.2 142.5 108.1 Accounts payable 861.5 1,856.9 1,004.1 Advances on sales 190.6 1,390.9 190.2 Other accrued liabilities 1,408.6 1,387.1 1,463.1 _________ _________ _________ Total current liabilities 6,062.4 5,193.7 5,828.0 _________ _________ _________ Senior long-term debt, excluding current installments 1,502.3 1,512.9 1,664.2 Other noncurrent liabilities 959.9 959.5 920.4 Subordinated debt 750.0 750.0 750.0 Preferred securities of subsidiary company 525.0 525.0 525.0 Preferred shares subject to mandatory redemption - - 269.5 Common stockholders' equity: Common stock of $5 par value, authorized 1,200,000,000 shares, issued 253,025,715, 252,990,917 and 252,922,486 1,265.1 1,264.9 1,264.6 Additional paid-in capital 434.4 423.1 513.7 Retained earnings 1,726.1 1,683.5 1,748.1 Foreign currency translation adjustment (33.3) (39.1) (45.2) Less treasury stock, at cost, common shares 12,278,568, 9,834,464 and 12,353,384 (497.4) (390.0) (414.8) _________ _________ _________ 2,894.9 2,942.4 3,066.4 Less unearned restricted stock and value of 15,271,433, 16,014,644 and 18,239,477 common shares held in EEF (672.9) (686.9) (733.3) _________ _________ _________ Total common stockholders' equity 2,222.0 2,255.5 2,333.1 _________ _________ _________ $12,021.6 $11,196.6 $12,290.2 _________ _________ _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars and shares in millions except per share amounts) THIRTEEN WEEKS ENDED AUG 25, AUG 27, 1996 1995 _________ _________ Net sales $ 6,404.3 $ 6,436.2 _________ _________ Costs and expenses: Cost of goods sold 5,612.4 5,634.4 Selling, administrative and general expenses 559.0 578.3 Interest expense, net 70.1 75.9 _________ _________ 6,241.5 6,288.6 _________ _________ Income before income taxes 162.8 147.6 Income taxes 66.7 60.5 _________ _________ Net income 96.1 87.1 Less preferred dividends - 5.1 _________ _________ Net income available for common stock $ 96.1 $ 82.0 _________ _________ _________ _________ Earnings per common and common equivalent share $ 0.42 $ 0.36 _________ _________ _________ _________ Weighted average number of common and common equivalent shares outstanding 228.9 227.5 _________ _________ _________ _________ Cash dividends declared per common share $ 0.238 $ 0.208 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) THIRTEEN WEEKS ENDED AUG 25, AUG 27, Increase (decrease) in Cash and Cash Equivalents 1996 1995 _________ _________ Cash flows from operating activities: Net income $ 96.1 $ 87.1 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and other amortization 88.0 87.2 Goodwill amortization 17.2 17.7 Other noncash items (includes nonpension postretirement benefits) 10.3 16.7 Change in assets and liabilities before effects from business acquisitions (2,980.1) (2,600.0) _________ _________ Net cash flows from operating activities (2,768.5) (2,391.3) _________ _________ Cash flows from investing activities: Sale of property, plant and equipment 5.9 8.6 Additions to property, plant and equipment (124.4) (120.9) Payment for business acquisitions (76.7) (162.7) Monfort Finance Company notes receivable and other items 11.2 40.2 _________ _________ Net cash flows from investing activities (184.0) (234.8) _________ _________ Cash flows from financing activities: Net short term borrowings 3,105.2 3,062.5 Cash dividends paid (53.9) (53.1) Repayment of long-term debt (78.4) (46.5) Treasury stock purchases (105.4) (311.6) Employee Equity Fund stock transactions 4.4 1.9 Other items 1.4 5.1 _________ _________ Net cash flows from financing activities 2,873.3 2,658.3 _________ _________ Net increase (decrease) in cash & cash equivalents (79.2) 32.2 Cash and cash equivalents at beginning of year 113.7 60.0 _________ _________ Cash and cash equivalents at end of period $ 34.5 $ 92.2 _________ _________ _________ _________ The accompanying notes are an integral part of the consolidated financial statements. CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AUGUST 25, 1996 (1) The information furnished herein relating to interim periods has not been examined by independent Certified Public Accountants. In the opinion of management, all adjustments necessary for a fair statement of the results for the periods covered have been included. All such adjustments are of a normal recurring nature. The accounting policies followed by the Company, and additional footnotes, are set forth in the financial statements included in the Company's 1996 annual report, which report was incorporated by reference in Form 10-K for the fiscal year ended May 26, 1996. (2) The composition of inventories is as follows (in millions): AUG 25, MAY 26, AUG 27, 1996 1996 1995 __________ __________ __________ Hedged commodities $ 904.8 $ 1,369.4 $ 1,037.9 Food products and livestock 1,257.5 1,219.9 1,253.8 Agricultural chemicals, fertilizer and feed 654.9 399.4 583.8 Retail merchandise 120.0 122.7 180.2 Other, principally ingredients and supplies 489.5 462.0 454.0 __________ __________ __________ $ 3,426.7 $ 3,573.4 $ 3,509.7 __________ __________ __________ __________ __________ __________ (3) On August 29, 1996, the Company purchased certain assets of Gilroy Foods from McCormick & Company, Inc. for approximately $132 million in cash. Gilroy Foods, based in Gilroy, California, manufactures dehydrated garlic and onion products principally for industrial markets. Gilroy Foods' sales in 1995 were approximately $200 million. (4) Following is a condensed statement of common stockholders' equity (in millions): Unearned Add'l Foreign Restricted Common Paid-In Retained Curr Treasury & EEF Stock Capital Earnings Trns Adj Stock Stock Total __________ __________ __________ __________ __________ __________ __________ Balance 5/26/96 $ $1,264.9 $ $423.1 $ $1,683.5 $ ($39.1)$ ($390.0)$ ($686.9) $ $2,255.5 Shares issued Stock option and incentive plans 0.1 0.2 0.3 EEF*: stock option, incentive and other employee benefit plans 24.3 24.3 Fair market valuation of EEF shares 7.6 (7.6) - Acquisitions 0.1 (20.8) 0.5 Shares acquired Incentive plans (2.0) 0.4 (1.6) Treasury shares purchased (105.4) (105.4) Foreign currency translation adjustment 5.8 5.8 Cash dividends declared - common stock (53.5) (53.5) Net income 96.1 96.1 __________ __________ __________ __________ __________ __________ __________ Balance 8/25/96 $ $1,265.1 $ $434.4 $ $1,726.1 $ ($33.3)$ ($497.4)$ ($672.9) $ $2,222.0 __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ *Employee Equity Fund
(5) In fiscal 1991, ConAgra acquired Beatrice Company (Beatrice). As a result of the acquisition and the significant pre-acquisition tax and other contingencies of the Beatrice businesses and its former subsidiaries, the consolidated post-acquisition financial statements of ConAgra have reflected significant liabilities and valuation allowances associated with the estimated resolution of these contingencies. As a result of a settlement reached with the Internal Revenue Service in fiscal 1995, ConAgra released $230.0 million of a valuation allowance and reduced noncurrent liabilities by $135.0 million, with a resulting reduction of goodwill associated with the Beatrice acquisition of $365.0 million. Federal income tax returns of Beatrice for its fiscal 1990 and various state tax returns remain open. However, after taking into account the foregoing adjustments, management believes that the ultimate resolution of all remaining pre-acquisition Beatrice tax contingencies should not exceed the reserves established for such matters. Beatrice is also engaged in various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by ConAgra. The environmental proceedings include litigation and administrative proceedings involving Beatrice's status as a potentially responsible party at 44 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 41 of these sites. Beatrice has established substantial reserves for these matters. The environmental reserves are based on Beatrice's best estimate of its undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required cleanup, the known volumetric contribution of Beatrice and other potentially responsible parties and Beatrice's prior experience in remediating sites. Management believes the ultimate resolution of such Beatrice legal and environmental contingenices should not exceed the reserves established for such matters. ConAgra is party to a number of other lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on ConAgra's financial condition, results of operation or liquidity. (6) Earnings per common and common equivalent share are calculated on the basis of the weighted average outstanding common shares and, when applicable, those outstanding options that are dilutive and after giving effect to the preferred stock dividend requirements. Fully diluted earnings per share did not differ significantly from primary earnings per share in any period presented. (7) On October 3, 1996, the Company issued $400 million of senior notes with an interest rate of 7.125% due October 1, 2026 and redeemable at the option of the holders on October 1, 2006. The notes were priced at 99.375% of par. CONAGRA, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and operating results for the periods included in the accompanying consolidated condensed financial statements. Results for the fiscal 1997 first quarter are not necessarily indicative of results which may be attained in the future. FINANCIAL CONDITION Versus fiscal year end 1996, the Company's capital investment (working capital plus noncurrent assets) decreased $43.7 million. Working capital decreased $158.3 million and noncurrent assets increased $114.6 million. The decrease in working capital resulted from an increase in short term debt due to business acquisitions, normal property, plant and equipment additions, from treasury stock purchases and a normal seasonal increase in accounts receivable. The Company's objective is that senior long-term debt normally will not exceed 30 percent of total long-term debt plus equity. This objective was met for all periods presented. OPERATING RESULTS A summary of the period to period increases (decreases) in the principal components of operations is shown below (dollars in millions, except per share amounts). COMPARISON OF THE PERIODS ENDED AUG. 25, 1996 & AUG. 27, 1995 THIRTEEN WEEKS DOLLARS % ________________ Net sales (31.9) (0.5) Cost of goods sold (22.0) (0.4) Gross profit (9.9) (1.2) Selling, administrative and general expenses (19.3) (3.3) Interest expense, net (5.8) (7.6) Income before income taxes 15.2 10.3 Income taxes 6.2 10.2 Net income 9.0 10.3 Preferred Dividends (5.1) (100.0) Net Income available for common stock 14.1 17.2 Earnings per common and common equivalent share 0.06 16.7 Two of ConAgra's industry segments, Food Inputs & Ingredients and Grocery/Diversified Products increased operating profit in the first quarter of fiscal 1997 versus the same period in fiscal 1996. The increase in those segments was somewhat offset by a decrease in the Refrigerated Foods segment first quarter operating profit. ConAgra's total sales in the first quarter were about even with the same period last year, while costs and expenses were down versus the first quarter of fiscal 1996. Sources of increased sales and related cost of goods sold during the first quarter of fiscal 1997 were the Grocery/Diversified Products segment and the inputs and grain processing businesses in the Food Inputs & Ingredients segment. Refrigerated Foods segment sales and related cost of sales declined in the first quarter, mainly due to beef and poultry business dispositions in fiscal 1996 and lower selling prices in the beef business. Selling, general and administrative expenses for all segments in the first quarter of fiscal 1997 were lower than the same period in fiscal 1996. Consequently, net income increased $9 million in the first quarter of fiscal 1997 versus the same period last year. In the Grocery/Diversified Products industry segment, operating profit increased 19 percent and sales increased 9 percent in fiscal 1997's first quarter versus fiscal 1996's first quarter. Unit volume growth in the two largest Grocery Products businesses, Hunt-Wesson and ConAgra Frozen Foods, contributed to increased operating profit. Golden Valley Microwave Foods also increased operating profit. The Lamb-Weston potato products business had earnings below last year's results. In ConAgra's Food Inputs & Ingredients industry segment, operating profit increased 20 percent and sales increased 1 percent in fiscal 1997's first quarter versus fiscal 1996's first quarter. Excluding business dispositions during and after fiscal 1996's first quarter, segment sales increased nearly 5 percent. Grain merchandising was the largest source of the Food Input & Ingredients segment's operating profit growth. Flour milling, Europe processing operations, the dry edible beans business, commodity services and specialty retailing contributed to segment profit growth. Crop input earnings declined as weather conditions delayed planting and deferred sales of crop protection chemicals and fertilizer. In ConAgra's Refrigerated Foods industry segment, operating profit decreased 8 percent and sales decreased 4 percent in fiscal 1997's first quarter versus fiscal 1996's first quarter. First quarter earnings were on plan. The sales decline was caused by beef and poultry business dispositions last year and lower selling prices in the U.S. beef industry. In the U.S. beef business, first quarter operating profit declined compared to last year, while pork products increased its operating profit. High grain-based feed ingredients caused poulty products operating profit to decline. Processed meats earnings were down, while cheese products earnings rose. Operating profit is based on net sales less all identifiable operating expenses and includes the related equity in earnings of companies included on the basis of the equity method of accounting. General corporate expense, interest expense (except financial businesses), income taxes and goodwill amortization are excluded from segment operating profit. For financial businesses, operating profit includes the effect of interest, which is a large element of their operating costs. Summarizing ConAgra's results for fiscal 1997's first quarter compared to fiscal 1996's first quarter: earnings per share 42 cents, up 17 percent from 36 cents; net income available for common stock (net income minus preferred dividends) $96.1 million, up 17 percent from $82.0 million; net sales $6.40 billion down from $6.44 billion due to business dispositions and lower beef selling prices. Fiscal 1997 first quarter earnings per share growth of 17 percent is consistent with the 17 percent increase in net income available for common stock, the net earnings measure which includes comparable financing expense. ConAgra redeemed the company's Class E preferred stock during fiscal 1996's second quarter. The reduction of $5.1 million in preferred dividends from fiscal 1996's first quarter to fiscal 1997's first quarter is approximately offset by the expense of financing the Class E preferred stock redemption. Weighted average shares outstanding increased in fiscal 1997's first quarter over fiscal 1996's first quarter as a result of common stock repurchases in fiscal 1996's first quarter in anticipation of the conversion of the Class E preferred stock. CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. ConAgra's annual meeting of stockholders was held on September 26, 1996. The stockholders elected five directors to serve three-year terms and ratified the appointment of Deloitte & Touche to examine ConAgra's financial statements. Voting on these items was as follows: 1. ELECTION OF DIRECTORS. FOR WITHHELD R. W. Roskens 199,838,041 5,070,336 J. J. Thompson 201,113,459 3,794,918 F. B. Wells 199,893,040 5,015,337 T. R. Williams 200,131,198 4,777,179 C. Yeutter 201,069,615 3,838,762 2. RATIFICATION OF ACCOUNTANTS FOR: 204,979,362 AGAINST: 750,086 ABSTAIN: 1,076,960 BROKER/NON-VOTES: -0- ITEM 5. OTHER INFORMATION. On September 26, 1996, ConAgra's Board of Directors established committees of the Board of Directors as follows: Executive Committee consisting of Charles M. Harper (Chairman), Philip B. Fletcher, Walter Scott, Jr., Gerald Rauenhorst and Bruce Rohde; Audit Committee consisting of Walter Scott, Jr. (Chairman), Robert A. Krane, Jane J. Thompson and Frederick B. Wells; Human Resources Committee consisting of Carl Reichardt (Chairman), Thomas R. Williams and Clayton Yeutter; and Corporate Affairs Committee consisting of William G. Stocks (Chairman), Ronald W. Roskens, Marjorie M. Scardino and Gerald Rauenhorst. On September 26, 1996, ConAgra's Board of Directors approved a 14.7% increase in the Company's common stock dividend. A quarterly common stock dividend of $.2725 per share was declared payable December 2, 1996 to stockholders of record November 1, 1996. The new indicated annual dividend rate is $1.09 per share, up from $.95 per share. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS. 12 - Statement regarding computation of ratio of earnings to fixed charges. 4 - Form of Note in connection with the Company's sale of senior notes on October 3, 1996. (B) REPORTS ON FORM 8-K. ConAgra filed a report on Form 8-K dated August 26, 1996 reporting that ConAgra's Board of Directors had (i) elected Bruce Rohde a member of the Board of Directors, Vice Chairman of the Board and President of ConAgra, and (ii) formed an Office of the Chairman consisting of Philip B. Fletcher, Bruce Rohde and Leroy Lochmann. CONAGRA, INC. By: /s/ James P. O'Donnell _________________________ James P. O'Donnell Senior Vice President and Chief Financial Officer By: /s/ Kenneth W. DiFonzo _________________________ Kenneth W. DiFonzo Vice President and Controller Dated this 8th day of October, 1996. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 4 - Form of Note in connection with the Company's sale of senior notes on October 3, 1996.............................. 12 - Statement regarding computation of ratio of earnings to fixed charges................. EX-4 2 This Note is a Registered Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of the Depositary. Unless and until it is exchanged in whole or in part for Notes in definitive registered form, this Note may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee or the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this Note is a presented by an authorized representative of The Depository Trust Company 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 such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. CONAGRA, INC. REGISTERED REGISTERED R- 7-1/8% Senior Note Due October 1, 2026 $ CUSIP 205887AF9 ConAgra, Inc., a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to) for value received hereby promises to pay to or registered assigns, the principal sum of Dollars ($ ) on October 1, 2026, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon, semi-annually on April 1 and October 1 in each year, commencing April 1, 1997, on said principal amount at the rate per annum specified in the title of this Note, from the April 1 or the October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid on this Note or duly provided for, in which case from October 3, 1996 until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after March 15 or September 15, as the case may be, and before the following April 1 or October 1, this Note shall bear interest from such April 1 or October 1; provided, that if the Company shall default in the payment of interest due on such April 1 or October 1, then this Note shall bear interest from the next preceding April 1 or October 1, to which interest has been paid or duly provided for or, if no interest has been paid on this Note or duly provided for, from October 3, 1996. The interest, so payable on any April 1 or October 1 will, subject to certain exceptions provided in the Indenture referred to herein, be paid to the Person in whose name this Note is registered at the close of business on the March 15 or September 15, as the case may be, next preceding such April 1 or October 1. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York City, 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. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note. This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the "Securities") of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $400,000,000, all such Securities issued or to be issued under and pursuant to an Indenture dated as of October 8, 1990, as supplemented, (hereinafter referred to as the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee (hereinafter referred to as the "Trustee" which term shall also include any successor or co-trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), 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, may be subject to different covenants and Events of Default and may otherwise vary as in the indenture provided or permitted. This Note is one of a series of Global Notes (each a "Global Note") which represent all of the Company's 7-1/8% Senior Notes due October 1, 2026 (the "Notes"). This Note will be repayable on October 1, 2006 (the "Put Option Date"), at the option of the Holder, at 100% of its principal amount together with interest payable to the date of repayment. In order for this Note to be repaid on the Put Option Date, the Company must receive at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, within the period commencing August 1, 2006 and ending at the close of business on September 1, 2006 (or, if such September 1 is not a business day, the next succeeding business day), this Note with the form entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying this Note is duly completed. Any such notice received by the Company within period commencing August 1, 2006 and ending at the close of business on September 1, 2006 (or, if such September 1 is not a business day, the next succeeding business day) shall be irrevocable. The repayment option may be exercised by the Holder for less than the entire principal amount of this Note provided the principal amount which is to be repaid is equal to $1,000 or an integral multiple of $1,000. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company whose determination will be final and binding. The Indenture contains provisions for defeasance and discharge at the Company's option of either the entire principal of all the Securities of any series or of certain covenants in the Indenture upon compliance by the Company with certain conditions set forth therein. If an Event of Default with respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or elimination of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding, of each series to be affected thereby, voting as one class. 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 default in the payment of the principal of or interest on any of the Securities. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the times, place and rate, and in the coin or currency, herein prescribed. This Note is a global security registered in the name of a nominee of The Depository Trust Company as Depository (the "Depository"). Beneficial interests in the Note will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and the participants of the Depository. Except as described below, the Note in certificated form will not be issued in exchange for the Note. If the Depositary for the Notes represented by this Global Note is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within ninety days or an Event of Default has occurred and is continuing with respect to the Notes, the Company will issue such Notes in definitive form in exchange for this Global Note. In addition, the Company may at any time and in its sole discretion determine not to have the Notes represented by one or more Global Notes and, in such event, will issue Notes in definitive form in exchange for the Global Note or Notes representing the Notes. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any multiple of $1,000. Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein. This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Trustee and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue and notwithstanding any notation of ownership or other writing thereon and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company 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. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, nor be valid or obligatory for any purpose. Dated: IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION CONAGRA, INC. This is one of the Securities of the series designated herein and referred to in the within mentioned Indenture. The Chase Manhattan Bank By:_______________________________ as Trustee J. P. O'Donnell Attest Senior Vice President and Chief Financial Officer Authorized Signatory OPTION TO ELECT REPAYMENT The undersigned owner of this Security hereby irrevocably elects to have the Company repay the principal amount of this Security or portion hereof below designated at 100% of the principal amount of this Security to be repaid plus accrued interest to the date of repayment. Dated: Signature Sign exactly as name appears on the front of this Security [SIGNATURE GUARANTEED -- required only if Securities are to be issued and delivered to other than the registered Holder] Principal amount to be repaid, if amount to Fill in for registration be repaid is less than the principal amount of Securities if to be of this Security (principal amount remaining issued otherwise than to must be an authorized denomination) the registered Holder: Name: $________________________ Address: (Please print name and address including zip code) SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER EX-12 3 EXHIBIT 12 CONAGRA, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($ IN MILLIONS) Three Months Ended August 25, 1996 ____________ Fixed charges: Interest expense $ 82.8 Capitalized interest 1.4 Interest in cost of goods sold 4.1 One third of non-cancellable lease rent 9.4 ------------ Total fixed charges (A) 97.7 ============ Earnings: Pretax income 162.8 Adjustment for unconsolidated subidiaries 0.2 ------------ Pretax income of the Company as a whole 163.0 Add fixed charges 97.7 Less capitalized interest (1.4) ------------ Earnings and fixed charges (B) 259.3 ============ Ratio of earnings to fixed charges (B/A) 2.7 EXHIBIT 12 (Continued) For the purpose of computing the above ratio of earnings to fixed charges, earnings consist of income before taxes and fixed charges. Fixed charges, for the purpose of computing earnings are adjusted to exclude interest capitalized. 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), and a portion of noncancellable rental expense representative of the interest factor. The ratio is computed using the amounts for ConAgra as a whole, including its majority-owned subsidiaries, whether or not consolidated, and its proportionate share of any 50% owned subsidiaries, whether or not ConAgra guarantees obligations of these subsidiaries. EX-27 4
5 1000 3-mos may-25-1997 aug-25-1996 34,500 0 2,438,200 61,500 3,426,700 6,277,300 5,022,300 2,125,700 12,021,600 6,062,400 2,252,300 1,265,100 0 525,000 956,900 12,021,600 6,404,300 6,404,300 5,612,400 5,612,400 559,000 0 70,100 162,800 66,700 96,100 0 0 0 96,100 0.42 0
-----END PRIVACY-ENHANCED MESSAGE-----