-----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, VwnE9Cp6Y+UPPvt8cV0zChoRKxiV/6Ha8MG5XoBSdMbZy6WIQ4ZXzkGrR2DgUhhA rObFKQ/2nxCQE2MMYTsuTg== 0000023217-98-000018.txt : 19981214 0000023217-98-000018.hdr.sgml : 19981214 ACCESSION NUMBER: 0000023217-98-000018 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 033-55626 REFERENCES 429: 033-56973 REFERENCES 429: 333-27737 FILED AS OF DATE: 19981211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-68715 FILM NUMBER: 98767845 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 S-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 11, 1998. Registration Statement No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- ConAgra, Inc. (Exact name of registrant as specified in its charter) One ConAgra Drive Omaha, Nebraska 68102-5001 Delaware (402) 595-4000 47-0248710 (State or other jurisdic- (Address, including zip code, (I.R.S. Employer tion of incorporation or and telephone number, including Identification No.) organization) area code, of registrant's principal executive offices) James P. O'Donnell Executive Vice President, Chief Financial Officer and Corporate Secretary ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001 (402) 595-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------- Copies to: David L. Hefflinger McGrath, North, Mullin & Kratz, P.C. Suite 1400, One Central Park Plaza Omaha, Nebraska 68102 ------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE ================================================================================================================================ Amount Proposed Maximum Proposed Maximum Amount of Title of Each Class of To be Offering Price Per Unit(1) Aggregate Offering Registration Securities to be Registered Registered Price(1) Fee(1)(2) - -------------------------------------------------------------------------------------------------------------------------------- Debt Securities. . . . . . . . $1,665,000,000 100% $1,665,000,000 $278,000 ================================================================================================================================ (1) $665,000,000 is being carried forward from Registration Statements 333-27737, 33-55626 and 33-56973 pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933. The amount of filing fee previously paid in connection with such securities is $202,928. (2) Estimated solely for the purpose of determining the registration fee.
The registrant hereby amends this registration statement on the dates as necessary to delay its effective date until the registrant files a further amendment which specifically states that this registration statement will be effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Commission, acting pursuant to Section 8(a), may determine. PROSPECTUS $1,665,000,000 CONAGRA, INC. DEBT SECURITIES -------------------- We may offer and sell up to $1,665,000,000 of debt securities ("Debt Securities") under this Prospectus. We will describe in a Prospectus Supplement, which must accompany this Prospectus, the Debt Securities we are offering and selling, as well as the specific terms of the Debt Securities. These terms may include: * Maturity * Payment Currency * Interest Rate * Purchase Price * Redemption Terms * Amount Payable at Maturity You should read this Prospectus and the Prospectus Supplement carefully before you invest. ---------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. ---------------------------------------- We may offer the Debt Securities in amounts, at prices and on terms determined at the time of offering. We may sell the Debt Securities directly to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to sell the Debt Securities, we will name them and describe their compensation in a Prospectus Supplement. The date of this Prospectus is December __, 1998 TABLE OF CONTENTS Available Information.................................................................................... 3 Incorporation of Certain Documents by Reference.......................................................... 3 Certain Forward Looking Statements....................................................................... 4 The Company.............................................................................................. 4 Use of Proceeds.......................................................................................... 5 Description of the Debt Securities....................................................................... 5 Global Securities........................................................................................ 14 Plan of Distribution..................................................................................... 15 Experts.................................................................................................. 17 Legal Matters............................................................................................ 17
You should rely only on the information contained in this Prospectus, in the accompanying Prospectus Supplement and in material we file with the Securities and Exchange Commission (the "SEC"). We have not authorized anyone to provide you with any other information that is different. We are offering to sell, and seeking offers to buy, the securities described in the Prospectus only where offers and sales are permitted. The information contained in this Prospectus, the Prospectus Supplement and our filings with the SEC is accurate only as of its date, regardless of the time of delivery of this Prospectus and the Prospectus Supplement or of any sale of the securities. AVAILABLE INFORMATION We have filed this Prospectus as part of a registration statement on Form S-3 with the SEC. The Registration Statement contains exhibits and other information that are not contained in this Prospectus. Our descriptions in this Prospectus of the provisions of documents filed as an exhibit to the Registration Statement or otherwise filed with the SEC are only summaries of the documents' material terms. If you want a complete description of the contents of the documents, you should obtain the documents yourself by following the procedures described below. We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings, including the registration statement that contains this Prospectus, are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE We "incorporate by reference" into this Prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered part of this Prospectus and information that we file subsequently with the SEC will automatically update and supersede information contained in this Prospectus and the accompanying Prospectus Supplement. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the Registration Statement that contains this Prospectus and prior to the time that we sell all the securities offered by this Prospectus: * Annual Report on Form 10-K for the year ended May 31, 1998 with Items 7 and 8 therein and Schedule II and Exhibit 11 thereto as restated in Current Report on Form 8-K dated September 29, 1998; * Current Report on Form 8-K dated September 29, 1998; and * Quarterly Report on Form 10-Q for the quarter ended August 30, 1998. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the following address: Investor Relations Department ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001 (402) 595-4157 CERTAIN FORWARD LOOKING STATEMENTS This Prospectus contains certain forward-looking statements, including such statements in the documents incorporated herein by reference. The statements reflect management's current views and estimates of future economic circumstances, industry conditions, our performance and financial results. The statements are based on many assumptions and factors including availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital and actions of governments. Any changes in such assumptions or factors could produce significantly different results. THE COMPANY We are a diversified international food company operating across the food chain in three industry segments: Food Inputs & Ingredients, Refrigerated Foods, and Grocery & Diversified Products. In the Food Inputs & Ingredients segment, our major crop inputs business distributes crop protection chemicals, fertilizers and seeds at wholesale and retail levels. In the ingredients sector, we primarily process, distribute and trade ingredients for food products and meat and poultry production. Our ingredient processing businesses include flour, oat and dry corn milling, tortilla manufacturing, barley malting, and specialty food ingredient manufacturing and marketing. We internationally trade grain, dry edible beans and peas, fertilizer and other commodities. We have Food Inputs & Ingredients operations in Canada, Australia, Europe, Asia and Latin America, as well as in the U.S. In the Refrigerated Foods segment, we produce and market branded processed meats and deli meats, fresh meat, poultry products, cheese products, tablespreads and dessert toppings for retail, foodservice and export markets. Our processed meat products include hot dogs, bacon, ham, sausages, cold cuts, turkey products and kosher products. Our fresh meat products include beef, pork and lamb. Our poultry businesses include chicken and turkey products. Refrigerated Foods brands include Armour, Butterball, Cook's, County Line, Country Pride, Decker, Eckrich, Blue Bonnet, Fleischmann's, Healthy Choice, Hebrew National, Parkay and Swift Premium. We own Australia Meat Holdings Pty Ltd., a major Australian beef processor and exporter. In the Grocery & Diversified Products segment, we produce shelf-stable and frozen foods for retail and foodservice markets. Shelf-stable products include tomato products, cooking oils, popcorn, soup, puddings, meat snacks, canned beans, cocoa mixes, peanut butter and ethnic products. Frozen foods include dinners, entrees, potato products, snacks, and seafood. Grocery & Diversified Products brands include Act II, Banquet, Healthy Choice, Hunt's, La Choy, Marie Callender's, Orville Redenbacher's, Peter Pan, Slim Jim, Snack Pack, Swiss Miss, Van Camp's and Wesson. Acquisitions have contributed substantially to our 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 foods businesses, SIPCO (formerly Swift Independent Packing Company), the assets of Armour Food Company, Pillsbury's grain merchandising business, eight U.S. flour mills acquired from International Multifoods, Beatrice Company, the assets of Elders' beef, malt and wool business in Australia, Golden Valley Microwave Foods, Universal Frozen Foods, MC Retail Foods, Van Camp's canned bean and Wolf Brand chili businesses, Canada Malting Company, Gilroy Foods, GoodMark Foods and Nabisco's margarine and egg substitute businesses. We anticipate that we will continue to grow internally and through acquisitions. We are a Delaware corporation with executive offices located at One ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000. USE OF PROCEEDS Unless the applicable Prospectus Supplement states otherwise, the net proceeds from the sale of the Debt Securities will be added to our general funds and may be used to: * meet our working capital requirements; * fund capital expenditures; * repay commercial paper; repay loans under bank credit agreements; and * repay other short and intermediate term borrowings. Until the net proceeds have been used, they will be invested in short-term marketable securities. DESCRIPTION OF DEBT SECURITIES Our Debt Securities will be issued under an indenture (the "Indenture"), dated as of October 8, 1990, between us and The Chase Manhattan Bank as trustee (the "Trustee"). The Indenture is included as an exhibit to the Registration Statement of which this Prospectus is a part. The following is a summary of certain provisions of the Indenture and does not purport to be complete. Because the following is only a summary of the Indenture and the Debt Securities, it does not contain all information that you may find useful. For further information about the Indenture and the Debt Securities, you should read the Indenture. We refer to the Debt Securities we are offering under this Prospectus and the accompanying Prospectus Supplement as the "Offered Debt Securities." As used in this Prospectus, the terms we, us and our means ConAgra, Inc. General The Indenture does not limit the amount of debentures, notes or other evidences of indebtedness that we may issue under the Indenture. Debt Securities may be issued under the Indenture 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. Special United States federal income tax considerations applicable to any Debt Securities so denominated will be described in the applicable Prospectus Supplement. The Debt Securities will constitute unsecured obligations of ours and will rank pari passu with all our other unsecured and unsubordinated obligations. You should look in the Prospectus Supplement for the following terms of the Offered Debt Securities: * the designation of the Offered Debt Securities; * the aggregate principal amount of the Offered Debt Securities; * the currency or currency units based on or relating to currencies in which the Offered Debt Securities are denominated and/or in which principal (and premium, if any) and/or any interest will or may be payable; * the price at which the Offered Debt Securities will be issued; * the date or dates on which the Offered Debt Securities will mature and the right, if any, to extend such dates or dates; * the rate or rates (or the method by which such rate will be determined) at which the Offered Debt Securities will bear interest, if any, and the dates on which any such interest will be payable; * the place or places where the principal of, interest and premium, if any, on the Offered Debt Securities will be payable; * the period or periods, if any, within which, the price or prices of which, and the terms and conditions upon which, the Offered Debt Securities may be redeemed, in whole or in part, at our option or at your option; * whether the Offered Debt Securities will be issued in registered form or bearer form and, if Offered Debt Securities in bearer form are issued, restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of Offered Debt Securities in bearer form; * whether and under what circumstances we will pay additional amounts on Offered Debt Securities held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted, and if so, whether we will have the option to redeem such Offered Debt Securities rather than pay such additional amounts; * provisions for a sinking, or purchase or analogous fund; and * 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. You may present Debt Securities for exchange and you may present registered Debt Securities for transfer in the manner, at the places and subject to the restrictions set forth in the Debt Securities and the Prospectus Supplement. We will provide you those services without charge, although you may have to pay any tax or other governmental charge payable in connection with any exchange or transfer, as set forth in the Indenture. Debt Securities in bearer form and any related coupons will be transferable by delivery. Debt Securities will bear interest at a fixed rate or a floating rate. Debt Securities bearing no interest or interest at a rate which, at the time of issuance, is below the prevailing market rate, may 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 applicable Prospectus Supplement. We may issue Debt Securities 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 or indices. You 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, security or basket of securities, commodity or index. Information as to the methods for determining the amount of principal or interest payable on any date, the currencies, commodities or indices to which the amount payable on such date is linked and certain additional tax considerations will be set forth in the applicable Prospectus Supplement. There are no covenants or other specific provisions in the Indenture to afford protection to you in the event of a highly leveraged transaction or a change in control of ConAgra, except to the limited extent described under the headings Certain Covenants--Limitations on Liens, Certain Covenants-- Limitation on Sale and Lease-Back Transactions and Consolidation, Merger, Conveyance or Transfer below. Such covenants or provisions are not subject to waiver by our Board of Directors without the consent of the holders of not less than a majority in principal amount of the Debt Securities of each series as described under "Modification of Indenture" below. Certain Covenants The restrictions described in this section apply to the Offered Debt Securities unless the Prospectus Supplement states otherwise. The following definitions from the Indenture are used in this section of the Prospectus: The Indenture defines "Attributable Debt" as the present value, determined as set forth in the Indenture, of the obligation of a lessee for rental payments for the remaining term of any lease. The Indenture defines "Consolidated Subsidiary" and "Consolidated Subsidiaries" to mean a subsidiary or subsidiaries of ours the accounts of which are consolidated with ours in accordance with generally accepted accounting principles. The Indenture defines "Funded Indebtedness" as all Indebtedness of a corporation which would, in accordance with generally accepted accounting principles, be classified as funded indebtedness, but in any event including all Indebtedness, whether secured or unsecured, of such corporation having a final maturity (or renewable or extendable at the option of such corporation for a period ending) more than one year after the date as of which Funded Indebtedness is to be determined. The Indenture defines "Indebtedness" as any and all of our obligations for money borrowed which in accordance with generally accepted accounting principles would be reflected on our balance sheet as a liability as of the date of which Indebtedness is to be determined. The Indenture defines "Lien" as any mortgage, pledge, security interest or other lien or encumbrance. The Indenture defines "Net Tangible Assets" as the total amount of assets of a corporation, both real and personal (excluding licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, experimental or organizational expense and other like intangibles, treasury stock and unamortized discount and expense) less the sum of: * all reserves for depletion, depreciation, obsolescence and/or amortization of such corporation's property (other than those excluded as provided above) as shown by the books of such corporation (other than general contingency reserves, reserves representing mere appropriations of surplus and reserves to the extent related to intangible assets which have been excluded in calculating Net Tangible Assets as described above); and * all indebtedness and other current liabilities of such corporation other than Funded Indebtedness, deferred income taxes, reserves which have been deducted pursuant to the above bullet point, general contingency reserves and reserves representing mere appropriations of surplus and liabilities to the extent related to intangible assets which have been excluded in calculating Net Tangible Assets as provided above. The Indenture defines "Principal Property" to mean, as of any date, any building structure or other facility together with the underlying land and its fixtures, 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 us or any Consolidated Subsidiary, and in each case the net book value of which as of such date exceeds 2% of our Net Tangible Assets and those of our Consolidated Subsidiaries as shown on the audited consolidated balance sheet contained in our latest annual report to our stockholders, other than any such land, building, structure or other facility or portion thereof which, in the opinion of our Board of Directors, is not of material importance to the business conducted by us and our Consolidated Subsidiaries, considered as one enterprise. The Indenture defines "Sale and Lease-Back Transactions" as any arrangement with any person (other than us) providing for the leasing by us or a Consolidated Subsidiary of any Principal Property (except for temporary leases for a term of not more than three years), that any of our Consolidated Subsidiaries have sold or transferred or are about to sell or transfer to such person. Limitation on Liens The Indenture states that, unless the terms of any series of Debt Securities provide otherwise, we will not and we will not permit any Consolidated Subsidiary to issue, assume or guarantee any Indebtedness secured by a Lien upon or with respect to any Principal Property or on the capital stock of any Consolidated Subsidiary that owns Principal Property unless: * we provide that the Offered Debt Securities will be secured by such Lien equally and ratably with any and all other obligations and indebtedness secured thereby; or * the aggregate amount of all of our Indebtedness and of the Indebtedness of our Consolidated Subsidiaries, together with all Attributable Debt 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), does not exceed 10% of our Net Tangible Assets and those of the Consolidated Subsidiaries, as shown on the audited consolidated balance sheet contained in our latest annual report to our stockholders. This limitation on liens will not apply to: * any Lien existing on any Principal Property on October 8, 1990; * any Lien created by a Consolidated Subsidiary in our favor or in favor of any wholly-owned Consolidated Subsidiaries; * 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 us or a Consolidated Subsidiary; * any lien on any asset which exists at the time of the acquisition of the asset; * any lien on any asset securing 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 within 180 days after its acquisition or improvement; * any Lien incurred in connection with pollution control, industrial revenue or any similar financing; or * any refinancing, extension, renewal or replacement of any of the Liens described under the heading Limitations on Liens if the principal amount of the Indebtedness secured thereby is not increased and is not secured by any additional assets. Limitation on Sale and Lease-Back Transactions The Indenture states that, unless the terms of any series of Debt Securities provide otherwise, neither we nor any Consolidated Subsidiary may enter into any Sale and Lease-Back Transaction. Such limitation will not apply to any Sale and Lease-Back Transaction if: * the net proceeds to us or such Consolidated Subsidiary from the sale or transfer equals or exceeds the fair value (as determined by our Board of Directors) of the property so leased; * we or such Consolidated Subsidiary would be entitled to incur Indebtedness secured by a Lien on the property to be leased as described under the heading Limitation on Liens above; or * within 90 days of the effective date of any such Sale and Lease-Back Transaction, we apply an amount equal to the fair value (as determined by our Board of Directors) of the property so leased to the retirement of our Funded Indebtedness. Events of Default An "Event of Default" is defined under the Indenture with respect to Debt Securities of any series as being: * our default in the payment of any installment of interest, when due, on any of the Debt Securities of such series and such default continues for a period of 30 days; * our default in the payment, when due, 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); * our default in the performance or observance of any other term, covenant or agreement 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, as provided in the Indenture; * the occurrence of certain events of bankruptcy, insolvency or reorganization; or * our failure to comply with any other covenant the noncompliance with which would specifically constitute an Event of Default with respect to Debt Securities of such series. 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 of any covenants or agreements applicable to the Debt Securities of such series but not applicable to all outstanding Debt Securities, occurs and is 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. If an Event of Default due to the default in the performance of any covenant or agreement in the Indenture applicable to all outstanding Debt Securities or due to certain events of bankruptcy, insolvency and reorganization occurs and is 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. Upon certain conditions such declarations of an Event of Default 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. 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 may not be in conflict with any rule of law or the Indenture. Before proceeding to exercise any right or power under the Indenture at the direction of such holders, the Trustee is entitled to receive from such holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by acting in compliance with any such direction. We furnish to the Trustee annually a statement of certain of our officers to the effect that, to the best of their knowledge, we are not in default of the performance of the terms of the Indenture or, if they have knowledge that we are in default, specifying the default. The Indenture provides that no holder of Debt Securities of a series issued under the Indenture may institute any action against us under the Indenture (except actions for payment of overdue principal or interest) unless all of the following occurs: * the holder gives written notice to the Trustee of the continuing Event of Default; * the holders of at least 25% in aggregate principal amount of such series of Debt Securities make a written request to the Trustee to pursue the remedy; * such holder or holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability, or expense which may be incurred; * the Trustee does not comply with the request within 60 days after receiving the request and the offer of indemnity; and * during such 60 day period, the holders of a majority in aggregate principal amount of such series of Debt Securities do not give the Trustee a direction that is inconsistent with the request. The Indenture requires the Trustee to give all of the holders of outstanding Debt Securities of any series, notice of any default by us with respect to that series, unless the default has been cured or waived. 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 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. Discharge and Defeasance The Indenture will cease to be of further effect for Debt Securities of a series (except for certain obligations listed below) if: * we pay or cause to be paid the principal of and interest on all of the Debt Securities of such series as and when the same become due and payable; * all Debt Securities of such series previously authenticated and delivered are delivered by us to the Trustee for cancellation; or * the Debt Securities of such series will become due and payable, or by their terms, become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption; and * we irrevocably deposit in trust with the Trustee, cash or, in the case of Debt Securities payable only in U.S. dollars, U.S. government obligations (which through the payment of interest and principal thereof in accordance with their terms will provide sufficient cash) or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, to pay principal and interest on all Debt Securities of such series when due and payable and any mandatory sinking fund payments when due and payable and we also pay or cause to be paid all other sums payable by us under the Indenture with respect to the Debt Securities of such series. The Trustee will execute documents acknowledging the satisfaction and discharge of the Indenture with respect to the Debt Securities of such series upon our presentation to the Trustee of certain officers' certificates and counsel opinions as provided under the Indenture. In addition to the discharge of the Indenture as described above, we will be deemed to have paid and discharged the entire indebtedness on all Debt Securities of a series (except for certain obligations listed below) on the 121st day after the irrevocable deposit described below if: * we irrevocably deposit in trust with the Trustee solely for the benefit of the holders of the Debt Securities of such series, cash or, in the case of Debt Securities payable only in U.S. dollars, U.S. government obligations (which through the payment of interest and the principal thereof in accordance with their terms will provide sufficient cash) or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, to pay the principal and interest on all Debt Securities of such series when due and payable and any mandatory sinking fund payments when due and payable; * such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which we are a party or by which we are bound; * we have delivered to the Trustee an officers' certificate or an opinion of counsel satisfactory to the Trustee to the effect that the holders of the Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and * we have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent for relating to the defeasance have been complied with and the opinion of counsel also states that such deposit does not violate applicable law. Our obligations under the Indenture for Debt Securities discharged in the manner described under the heading Discharge and Defeasance continue with respect to: * the rights of registration of transfer and exchange of Debt Securities of such series and our rights of optional redemption, if any; * the substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities of such series; * the rights of holders of Debt Securities of such series to receive payments of principal and interest on the original stated due dates (but not upon acceleration) and the remaining rights of the holders to receive mandatory sinking funds payments, if any; * the rights and immunities of the Trustee under the Indenture; * the rights of the holders of the Debt Securities of such series with respect to the property deposited with the Trustee payable to all or any of them; and * our obligation to maintain certain offices and agencies with respect to the Debt Securities of such series. Modification of the Indenture The Indenture provides that we may enter into supplemental indentures with the Trustee without the consent of the holders of Debt Securities to: * secure any Debt Securities; * evidence the assumption by a successor corporation of our obligations; * add covenants for the protection of the holders of the Debt Securities; * cure any ambiguity or correct any inconsistency in the Indenture; * establish the form or terms of Debt Securities of any series; and * evidence the acceptance of appointment by a successor trustee. The Indenture also contains provisions permitting us and the Trustee, with the consent of the holders of not less than a majority in principal amount of Debt Securities of all 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 we and the Trustee may not, without the consent of the holder affected thereby: * extend the final maturity of any Debt Security of such series; * reduce the principal amount of or interest on, any Debt Securities of such series; * change the currency in which the principal amount (including any amount in respect of original issue discount) or interest payable on any Debt Securities of such series is payable; * reduce the amount of any Debt Securities of such series, which is an original issue discount security, payable upon acceleration or provable in bankruptcy; * alter certain provisions of the Indenture relating to the Debt Securities of such series not denominated in U.S. dollars; * impair the right to institute suit for the enforcement of any payment on any Debt Securities of such series when due; or * reduce the above-stated percentage of outstanding Debt Securities of such series the consent of whose holders is necessary to modify or amend and to waive certain provisions of or defaults under the Indenture. Consolidation, Merger, Conveyance or Transfer We may, without the consent of the Trustee or the holders of Debt Securities, consolidate or merge with, or convey, transfer or lease our properties and assets substantially as an entirety to any other corporation, provided that any successor corporation is a corporation organized under the laws of the United States of America or any state thereof and that such successor corporation expressly assumes all our obligations under the Debt Securities and that certain other conditions are met, and, thereafter, except in the case of a lease, we will be relieved of all obligations thereunder. 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. Concerning the Trustee The Chase Manhattan Bank is the Trustee under the Indenture and is also the trustee under a prior indenture between us and The Chase Manhattan Bank. The Chase Manhattan Bank is one of a number of banks with which we and our subsidiaries maintain ordinary banking relationships and with which we and our subsidiaries maintain credit facilities. GLOBAL SECURITIES We may issue the Debt Securities of any series in the form of one or more fully registered global Debt Securities (a "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 and registered in the name of the Depositary or its nominee. In that case, one or more 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 Global Securities. Unless and until the Depositary exchanges a Global Security in whole for Debt Securities in definitive registered form, the Global Security may not be transferred except as a whole by the Depositary 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 Global Security will be described in the Prospectus Supplement relating to such series. We anticipate that the following provisions will apply to all depositary arrangements. Ownership of beneficial interests in a Global Security will be limited to persons that have accounts with the Depositary of such Global Security ("participants") or persons that may hold interests through participants. Upon issuance of a Global Security, the Depositary for such Global Security will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal or face amounts of the securities represented by such Global Security beneficially owned by such participants. The accounts to be credited shall be designated by any dealers, underwriters or agents participating in the distribution of such securities. Ownership of beneficial interest in such Global Security will be shown on, and the transfer of such ownership interest will be effected only through, records maintained by the Depositary for such Global Security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may 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 own, transfer or pledge beneficial interest in Global Securities. So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of all securities represented by such Global Security for all purposes under the Indenture. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have the securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such securities in definitive form and will not be considered the owners or holders thereof under the Indenture. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the Depositary for such Global Security and, if such person is not a participant, on the procedure of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a Global Security desires to give or to take any action which a holder is entitled to give or take under the Indenture, the Depositary for such Global Security would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners holding through them. Principal, premium, if any, and interest payments on Debt Securities represented by a 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 Global Security. None of us, the Trustee 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 Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We expect that the Depositary for any securities represented by a 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 Global Security as shown on the records of such Depositary. We also expect that payments by participants to owners of beneficial interest in such 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 securities represented by a Global Security is at any time unwilling or unable to continue as Depositary and we do not appoint a successor Depositary within ninety days or an Event of Default has occurred and is continuing with respect to such Debt Securities, we will issue such securities in definitive form in exchange for such Global Security. In addition, we may at any time and in our sole discretion determine not to have the Debt Securities of a series represented by one or more Global Securities and, in such event, we will issue Debt Securities of such series in definitive form in exchange for the Global Securities or Securities representing such Debt Securities. Further, if we so specify with respect to the Debt Securities of a series, an owner of a beneficial interest in Global Securities representing such Debt Securities may, on terms acceptable to us and the Depositary for such Global Securities, receive such Debt Securities in definitive form. In any such instance, an owner of a beneficial interest in such Global Security 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 issued in definitive form will, except as set forth in the applicable Prospectus Supplement, be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof and will be issued in registered form only without coupons. PLAN OF DISTRIBUTION We may sell Offered Debt Securities: * through agents; * through underwriters; * through dealers; or * directly to purchasers (through a specific bidding or auction process or otherwise). Offers to purchase Debt Securities may be solicited by agents designated by us from time to time. Any such agent involved in the offer or sale of the Offered Debt Securities will be named, and any commissions payable by us 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 1933, as amended (the "1933 Act"), of the Debt Securities so offered and sold. Agents may be entitled under agreements which may be entered into with us to indemnification by us against certain liabilities, including liabilities under the 1933 Act, and may be customers of, engaged in transactions with, or perform services for, us in the ordinary course of business. If an underwriter or underwriters are utilized in the sale of Offered Debt Securities, we will enter into an underwriting agreement with them at the time of sale to them and we will set forth in the Prospectus Supplement relating to such offering their names and the terms of our agreement with them. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by us against certain liabilities, including liabilities under the 1933 Act and such underwriters or their affiliates may be customers of, engage in transactions with, or perform service for, us in the ordinary course of business. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with the Offered Debt Securities. If underwriters are used to sell Offered Debt Securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Offered Debt Securities. Specifically, the underwriters may overallot. In addition, the underwriters may bid for, and purchase, Offered Debt Securities in the open market to cover syndicate short positions created in connection with the offering or to stabilize the price of the Offered Debt Securities. Finally, the underwriting syndicate may reclaim selling concessions allowed for distributing the Offered Debt Securities in the offering, if the syndicate repurchases previously distributed Offered Debt Securities in syndicate covering transactions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Offered Debt Securities above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time. If any dealers are utilized in the sale of Offered Debt Securities, we will sell such Debt Securities to such dealers, as the principal. The dealers may then resell such Debt Securities to the public at varying prices to be determined by such dealers at the time of resale. Dealers may be entitled, under agreements which may be entered into with us, to indemnification by us against certain liabilities, including liabilities under the 1933 Act and such dealers or their affiliates may be customers of, extend credit to, or engage in transactions with, or perform services for, us in the ordinary course of business. The name of each dealer and the terms of the transactions will be set forth in the Prospectus Supplement relating to such offering. Offers to purchase Debt Securities may be solicited directly by us and sales thereof may be made by us 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 to such offering. Debt 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 us. Any remarketing firm will be identified and the terms of its agreement, if any, with us 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 us to indemnification by us against certain liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business. If so indicated in the Prospectus Supplement, we will authorize agents and underwriters to solicit offers by certain institutions to purchase Debt Securities from us 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 us. EXPERTS The financial statements and the related financial statement schedule incorporated in this Prospectus by reference from our Current Report on Form 8-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. Any audited financial statements and schedules that we incorporate or that are deemed to be incorporated by reference into this Prospectus that are the subject of a report by independent accountants will be so incorporated by reference in reliance upon such reports and upon the authority of such firms as experts in accounting and auditing to the extent covered by consents of these accountants filed with the SEC. LEGAL MATTERS The validity of the Debt Securities offered hereby have been passed upon on our behalf by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following sets forth estimated expenses to be incurred by ConAgra in connection with the offering described in this Registration Statement: Item Amount Registration Fee $ 480,928** Printing Expenses* $ 35,000 Accounting Fees and Expenses* $ 25,000 Legal Fees and Expenses* $ 50,000 Trustee Fees* $ 6,000 Rating Agency $ 75,000 Miscellaneous Expenses* $ 3,072 ---------------- TOTAL $ 675,000* - ----------------------
*Estimated **A portion of this fee has previously been paid by ConAgra. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Article V of the Certificate of Incorporation of ConAgra, ConAgra shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify and reimburse all persons whom it may indemnity and reimburse pursuant thereto. No director shall be liable to ConAgra or its stockholders for monetary damages for breach of fiduciary duty as a director with respect to acts or omissions occurring on or after September 18, 1986. A director shall continue to be liable for (i) any breach of a director's duty of loyalty to ConAgra or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) paying a dividend or approving a stock repurchase which would violate Section 174 of the General Corporation Law of the State of Delaware; or (iv) any transaction from which the director derived an improper personal benefit. The by-laws of ConAgra provide for indemnification of ConAgra officers and directors against all expenses, liabilities or losses reasonably incurred or suffered by the officer or director, including liability arising under the Securities Act of 1933, to the extent legally permissible under Section 145 of the General Corporation Law of the State of Delaware where any such person was, is, or is threatened to be made a party to or is involved in any action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact such person was serving ConAgra in such capacity. Generally, under Delaware law, indemnification will only be available where an officer or director can establish that such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of ConAgra. ConAgra also maintains a director and officer insurance policy which insures the officers and directors of ConAgra and its subsidiaries against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as officers and directors. II-1 ITEM 16. LIST OF EXHIBITS. Exhibit Number Description 1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1 of ConAgra's Registration Statement on Form S-3 (33-55626). 4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of ConAgra's Registration Statement on Form S-3 (33-36967). 4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's Registration Statement on Form S-3 (33-55626). 5.1 Opinion of McGrath, North, Mullin & Kratz, P.C. 12.1 Statement Regarding Computation of Earnings to Fixed Charges incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 30, 1998. 23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche. 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility. - ------------- ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 (d) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, ConAgra, Inc., a Delaware corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 10th day of December, 1998. CONAGRA, INC. /s/ Bruce Rohde By:____________________________________ Bruce Rohde Chairman, Chief Executive Officer President Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed below by the following persons in the capacities indicated on the 10th day of December, 1998. Signature Title /s/ Bruce Rohde _______________________________ Chairman, Chief Executive Officer, President Bruce Rohde and Director /s/ James P. O'Donnell _____________________________ Executive Vice President James P. O'Donnell Chief Financial Officer and Corporate Secretary (Principal Financial Officer) /s/ Kenneth W. DiFonzo _____________________________ Senior Vice President and Corporate Controller Kenneth W. DiFonzo (Principal Accounting Officer) Philip B. Fletcher* Director C. M. Harper* Director Robert A. Krane* Director Mogens Bay* Director Carl E. Reichardt* Director Ronald W. Roskens* Director Marjorie M. Scardino* Director Walter Scott, Jr.* Director Kenneth E. Stinson* Director Jane J. Thompson* Director Thomas R. Williams* Director Clayton K. Yeutter* Director *Bruce Rohde, by signing his name hereto, signs this Registration Statement on behalf of each of the persons indicated. A Power-of-Attorney authorizing Bruce Rohde to sign this Registration Statement on behalf of each of the indicated Directors of ConAgra, Inc. is filed hereto as Exhibit 24. /s/ Bruce Rohde By:________________________________________ Bruce Rohde Attorney-In-Fact II-4 INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION PAGE 1.1 Form of Underwriting Agreement incorporated by reference to Exhibit 1.1 of ConAgra's Registration Statement on Form S-3 (33-55626). 4.1 Indenture dated as of October 8, 1990 between ConAgra and The Chase Manhattan Bank, Trustee incorporated by reference to Exhibit 4.1 of ConAgra's Registration Statement on Form S-3 (33-36967). 4.2 Form of Notes incorporated by reference to Exhibit 4.2 of ConAgra's Registration Statement on Form S-3 (33-55626). 5.1 Opinion of McGrath, North, Mullin & Kratz, P.C. 12.1 Statement Regarding Computation of Earnings to Fixed Charges incorporated by reference to Exhibit 12 of ConAgra's Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and Exhibit 12 of ConAgra's Quarterly Report on Form 10-Q for the quarter ended August 30, 1998. 23.1 Consent of McGrath, North, Mullin & Kratz, P.C. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche. 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility.
II-5 EX-5.1 2 LEGAL OPINION Exhibit 5.1 McGrath, North, Mullin & Kratz, P.C. 1400 One Central Park Plaza 222 South 15th Street Omaha, Nebraska 68102 (402) 341-3070 December 10, 1998 ConAgra, Inc. One ConAgra Drive Omaha, NE 68102-5001 Ladies and Gentlemen: ConAgra, Inc. (the "Company") proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a registration statement on Form S-3 (the "Registration Statement") covering up to $1,665,000,000 of debt securities of the Company (the "Debt Securities" ) which are to be issued in one or more series from time to time under an indenture (the "Indenture"), the form of which appears as an exhibit to the Registration Statement. In connection with the foregoing, we have examined corporate records of the Company and such other documents and materials as we considered relevant to the opinions set forth below, and have made such investigation of matters of law and fact as we have considered appropriate. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power to execute and deliver the Indenture and the Debt Securities. 2. The execution and delivery of the Indenture by the Company has been duly authorized, and, subject to compliance with the procedures specified in the Indenture relating to the authorization of the several series of Debt Securities, the issuance of the Debt Securities in such series will be duly authorized; and when the Debt Securities of a series has been so authorized and executed by the Company, authenticated by the trustee and delivered against payment therefor, the Debt Securities of such series will constitute legally issued and valid obligations of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the section entitled "Legal Matters" of the Registration Statement. Very truly yours, McGRATH, NORTH, MULLIN & KRATZ, P.C. /s/ David L. Hefflinger FOR THE FIRM EX-23.2 3 AUDITORS CONSENT Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-3 of our report dated July 10, 1998 (September 24, 1998 as to Note 2), appearing in the Current Report on Form 8-K of ConAgra, Inc., dated September 29, 1998, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska December 7, 1998 EX-24 4 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /s/ Philip B. Fletcher ----------------------- Philip B. Fletcher POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /s/ Mogens Bay ---------------------- Mogens Bay POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as her true and lawful attorney-in-fact and agent, with each having full power of substitution and resubstitution, for her and in her 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as her true and lawful attorney-in-fact and agent, with each having full power of substitution and resubstitution, for her and in her 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 she 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 10th day of December, 1998. /s/ Marjorie M. Scardino ----------------------- Marjorie M. Scardino POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /s/ Kenneth E. Stinson ----------------------- Kenneth E. Stinson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as her true and lawful attorney-in-fact and agent, with each having full power of substitution and resubstitution, for her and in her 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 she 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 10th day of December, 1998. /s/ Jane J. Thompson ----------------------- Jane J. Thompson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc. constitutes and appoints each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /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 each of Bruce Rohde and James P. O'Donnell as his true and lawful attorney-in-fact and agent, with each having 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 $1,665,000,000 maximum offering price of debt securities 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 each of 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 10th day of December, 1998. /s/ Clayton K. Yeutter ----------------------- Clayton K. Yeutter EX-25 5 FORM T-1 Exhibit 25 ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- CONAGRA, INC. (Exact name of obligor as specified in its 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) Debt Securities (Title of the indenture securities) GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 23rd day of November, 1998. THE CHASE MANHATTAN BANK /s/ Timothy E. Burke By _______________________ /s/ Timothy E. Burke Second Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1998, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin........................................................................... $ 12,546 Interest-bearing balances................................................................... 6,610 Securities:...................................................................................... Held to maturity securities...................................................................... 2,014 Available for sale securities.................................................................... 46,342 Federal funds sold and securities purchased under agreements to resell........................... 27,489 Loans and lease financing receivables: Loans and leases, net of unearned income.................................................... $129,281 Less: Allowance for loan and lease losses................................................... 2,796 Less: Allocated transfer risk reserve....................................................... 0 --------- Loans and leases, net of unearned income, allowance, and reserve...................................................................... 126,485 Trading Assets .................................................................................. 58,015 Premises and fixed assets (including capitalized leases)..................................................................................... 3,001 Other real estate owned.......................................................................... 260 Investments in unconsolidated subsidiaries and associated companies.............................. 255 Customers' liability to this bank on acceptances outstanding..................................... 1,245 Intangible assets................................................................................ 1,492 Other assets..................................................................................... 16,408 --------- TOTAL ASSETS..................................................................................... $302,162 =========
LIABILITIES Deposits In domestic offices......................................................................... $99,347 Noninterest-bearing ........................................................................ $41,566 Interest-bearing............................................................................ 57,781 ------- In foreign offices, Edge and Agreement, subsidiaries and IBF's...................................................................... 80,602 Noninterest-bearing......................................................................... $ 4,109 Interest-bearing............................................................................ 76,493 Federal funds purchased and securities sold under agreements to repurchase....................... 37,760 Demand notes issued to the U.S. Treasury......................................................... 1,000 Trading liabilities.............................................................................. 42,941 Otherborrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less............................................... 4,162 With a remaining maturity of more than one year through three years...................................................................... 213 With a remaining maturity of more than three years.......................................... 106 Bank's liability on acceptances executed and outstanding......................................... 1,245 Subordinated notes and debentures................................................................ 5,408 Other liabilities................................................................................ 11,796 TOTAL LIABILITIES................................................................................ 284,580 ------- EQUITY CAPITAL Perpetual preferred stock and related surplus.................................................... 0 Common stock..................................................................................... 1,211 Surplus (exclude all surplus related to preferred stock)........................................ 10,441 Undivided profits and capital reserves........................................................... 5,916 Net unrealized holding gains (losses) on available-for-sale securities................................................................. (2) Cumulative foreign currency translation adjustments.............................................. 16 TOTAL EQUITY CAPITAL............................................................................. 17,582 -------- TOTAL LIABILITIES AND EQUITY CAPITAL............................................................. $302,162 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) -----END PRIVACY-ENHANCED MESSAGE-----