-----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, S6+DAPrY9UqbphSwcqssapeX5Ci+q210FvvS4pk/kLdU+7feG95j9QToO/K8V54b s05e0HjUj2xdd5U4wdn8Ng== 0000023217-96-000039.txt : 19961211 0000023217-96-000039.hdr.sgml : 19961211 ACCESSION NUMBER: 0000023217-96-000039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961210 EFFECTIVENESS DATE: 19961210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17549 FILM NUMBER: 96678419 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 S-8 1 Registration No. 333-______ ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 __________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ CONAGRA, INC. (Exact Name of Issuer as Specified in its Charter) Delaware 47-0248710 (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 (Address of Principal Executive Offices) (Zip Code) ______________________________________ ConAgra Long-Term Senior Management Incentive Plan Employee Flexible Bonus Payment Plan (Full Title of the Plan) ______________________________________ James P. O'Donnell, Senior Vice President and Chief Financial Officer ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 (Name and Address of Agent for Service) Telephone Number, Including Area Code, of Agent for Service: 402-595-4000 CALCULATION OF ADDITIONAL REGISTRATION FEE ==================================================================== Title of Amount to Proposed maxi- Proposed maxi- Amount of securi- be regis- mum offering mum aggregate registra- ties to be tered price per offering price* tion fee registered share* ___________________________________________________________________ Common 1,700,000 $49.94 $84,898,000 $25,730 Stock * Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and low sales prices as reported in the consolidated reporting system on December 6, 1996. ConAgra, Inc. ("ConAgra") has previously filed a registration statement (Reg. No. 33-52330, the "Prior Registration"), registering shares of ConAgra common stock issuable under ConAgra's Long-Term Senior Management Incentive Plan and ConAgra's Employee Flexible Bonus Payment Plan (the "Plans"). ConAgra has previously registered 1,200,000 shares of ConAgra common stock issuable under the Plans. This Registration Statement registers an additional 1,700,000 shares of ConAgra common stock issuable under the Plans. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration are hereby incorporated by reference in this Registration Statement. INDEX TO EXHIBITS Exhibit No. Page 23 - Consent of Deloitte & Touche LLP....... 24 - Powers of Attorney..................... SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, and the State of Nebraska, on this 9th day of December, 1996. CONAGRA, INC. /s/ P. B. Fletcher _________________________ P. B. Fletcher Chairman of the Board and Chief Executive Officer __________________________________ Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 9th day of December, 1996 by the following persons in the capacities indicated. Signature Title /s/ P. B. Fletcher Chairman of the Board and ___________________________ Chief Executive Officer P. B. FLETCHER /s/ James P. O'Donnell Senior Vice President and ___________________________ Chief Financial Officer JAMES P. O'DONNELL /s/ Kenneth Difonzo Vice President/Controller ___________________________ KENNETH DIFONZO C. M. Harper* Director Robert A. Krane* Director Gerald Rauenhorst* Director Carl E. Reichardt* Director Bruce C. Rohde Director Ronald W. Roskens* Director Marjorie M. Scardino* Director Walter Scott, Jr.* Director William G. Stocks* Director Jane J. Thompson* Director Frederick B. Wells* Director Thomas R. Williams* Director Clayton K. Yeutter* Director * This Registration Statement has been signed by the undersigned as attorney-in-fact on behalf of each person so indicated pursuant to a power of attorney duly executed by each such person. /s/ P. B. Fletcher __________________________ P. B. FLETCHER Attorney-in-Fact EX-23 2 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-8 of our reports dated July 12, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of ConAgra, Inc. for the year ended May 26, 1996. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska December 9, 1996 EX-24 3 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ C. M. Harper _______________________________ C. M. HARPER, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Robert A. Krane ________________________________ ROBERT A. KRANE, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Gerald Rauenhorst ________________________________ GERALD RAUENHORST, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Carl E. Reichardt ________________________________ CARL E. REICHARDT, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Ronald W. Roskens ______________________________ RONALD W. ROSKENS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Marjorie M. Scardino ______________________________ MARJORIE M. SCARDINO, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Walter Scott, Jr. ______________________________ WALTER SCOTT, JR., Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ William G. Stocks _______________________________ WILLIAM G. STOCKS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Jane J. Thompson ______________________________ JANE J. THOMPSON, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 9th day of December, 1996. /s/ Frederick B. Wells _____________________________ FREDERICK B. WELLS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 5th day of December, 1996. /s/ Thomas R. Williams ______________________________ THOMAS R. WILLIAMS, Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints P. B. Fletcher his true and lawful attorney-in-fact and agent, with full power to act for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the ConAgra Long-Term Senior Management Incentive Plan and the ConAgra Employee Flexible Bonus Payment Plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the registration statement, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statement or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 5th day of December, 1996. /s/ Clayton K. Yeutter _____________________________ CLAYTON K. YEUTTER, Director -----END PRIVACY-ENHANCED MESSAGE-----