-----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, Fi11ao2gIDOcmMkVG75vjOTKm4nIVe7Xh4KjX08w9jVNdw8Eyck7IHrJ48VzmTMe awpJIiAVQlhaCUSXnX0OXQ== 0000900440-03-000057.txt : 20031124 0000900440-03-000057.hdr.sgml : 20031124 20031124171652 ACCESSION NUMBER: 0000900440-03-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA FOODS 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07275 FILM NUMBER: 031021278 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 MAIL ADDRESS: STREET 1: ONE CONAGRA DRIVE CITY: OMAHA STATE: NE ZIP: 68102 FORMER COMPANY: FORMER CONFORMED NAME: CONAGRA INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 8-K 1 cag8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 24, 2003 Date of Report (Date of earliest event reported) ConAgra Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) One ConAgra Drive, Omaha, Nebraska 68102-5001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (402) 595-4000 Item 5. Other Events. On November 24, 2003, ConAgra Foods, Inc. issued press releases announcing the closing of the sale of its chicken processing business and the closing of the sale of United Agri Products, its U.S. and Canadian crop inputs business. The press releases are attached as exhibits 99.1 and 99.2 and a related Q&A, posted on ConAgra Foods' website, is attached as exhibit 99.3. The press releases and Q&A are incorporated by reference. Item 7(c). Exhibits. 99.1 Press release dated November 24, 2003 re: sale of ConAgra Foods' chicken processing business 99.2 Press release dated November 24, 2003 re: sale of United Agri Products, ConAgra Foods' U.S. and Canadian crop inputs business 99.3 Questions and Answers SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONAGRA FOODS, INC. Date: November 24, 2003 By: /s/ J.P. O'Donnell ---------------------------- Name: J.P. O'Donnell Title: Executive Vice President, Chief Financial Officer and Corporate Secretary EXHIBIT INDEX Exhibit Description 99.1 Press release dated November 24, 2003 re: sale of ConAgra Foods' chicken processing business....................................... 99.2 Press release dated November 24, 2003 re: sale of United Agri Products, ConAgra Foods' U.S. and Canadian crop inputs business... 99.3 Questions and Answers............................................. EX-99.1 3 chickenpressrel.txt FOR IMMEDIATE RELEASE CONAGRA FOODS COMPLETES THE SALE OF CHICKEN PROCESSING BUSINESS OMAHA, Neb., Nov. 24, 2003-- Today ConAgra Foods, Inc. (NYSE: CAG), home of many famous consumer food brands, completed the previously announced divestiture of its chicken processing business to Pilgrim's Pride (NYSE: PPC). This divestiture is part of ConAgra Foods' ongoing plan to reshape its portfolio to focus on its branded and value-added food businesses. Transaction Details For its chicken business, ConAgra Foods received: o $300 million in cash, and o More than 25 million shares of Pilgrim's Pride stock. The marketing of these shares is subject to an agreement in which one-third can be sold one year after closing, another third can be sold two years after closing and the remaining third can be sold three years after closing. The sale price was based on the $545 million book value of the chicken business at the time of closing. ConAgra Foods noted that the cash portion of the sale price was greater than it originally estimated, and it is providing no debt financing as part of this deal. Bruce Rohde, chairman and chief executive officer of ConAgra Foods, commented, "This closing represents another important step to improve the strength and consistency of our earnings by focusing on businesses with higher margin opportunities." Additional details regarding this announcement are posted in a question-and-answer document located on the company's Web site, www.conagrafoods.com, in the Investor's section. ConAgra Foods, Inc. (NYSE: CAG) is one of North America's largest packaged food companies, serving consumer grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: ACT II, Armour, Banquet, Blue Bonnet, Brown `N Serve, Butterball, Chef Boyardee, Cook's, Crunch 'n Munch, DAVID, Decker, Eckrich, Egg Beaters, Fleischmann's, Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine, Knott's Berry Farm, La Choy, Lamb Weston, Libby's, Lightlife, Louis Kemp, Lunch Makers, MaMa Rosa's, Marie Callender's, Manwich, Orville Redenbacher's, PAM, Parkay, Pemmican, Peter Pan, Reddi-wip, Rosarita, Ro*Tel, Slim Jim, Snack Pack, Swiss Miss, Van Camp's, Wesson, Wolf, and many others. For more information, please visit us at www.conagrafoods.com. Note on Forward-Looking Statements: This news release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Future economic circumstances, industry conditions, company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, actions of governments and regulatory factors affecting the company's businesses and other risks described in the company's reports filed with the Securities and Exchange Commission are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. The company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise. EX-99.2 4 uappressrel.txt FOR IMMEDIATE RELEASE CONAGRA FOODS COMPLETES THE SALE OF UNITED AGRI PRODUCTS Divestitures Complete Strategic Reshaping of Company; Major Milestone Accomplished OMAHA, Neb., November 24, 2003 -- Today ConAgra Foods, Inc. (NYSE: CAG), home of many famous consumer food brands, completed the previously announced divestiture of United Agri Products (UAP), its U.S. and Canadian crop inputs business, to Apollo Management, L.P. This divestiture completes the strategic reshaping of ConAgra Foods into a branded and value-added packaged foods company. Transaction Details For United Agri Products, ConAgra Foods received: o $500 million in cash, and o $60 million in the form of preferred securities. ConAgra Foods expects to receive an additional $50 million in cash upon the completion of the final closing balance sheet within the next few months. Earlier today, ConAgra Foods announced that it had also completed the previously announced divestiture of its chicken processing business to Pilgrim's Pride (NYSE: PPC). Additional details regarding this announcement are posted in a question-and-answer document located on the company's Web site, www.conagrafoods.com, in the Investor's section. ConAgra Foods undertook a series of strategic initiatives to reshape the company to focus on branded and value-added foods. Through a series of strategic portfolio changes that include the divestiture of fresh beef, pork and chicken processing operations, a canned seafood business, cheese processing businesses, a crop inputs distribution business and other smaller commodity-oriented businesses, along with the acquisition of many popular brands, the company has concentrated its capital in branded and value-added foods. Today the company has over 40 favorite brands that serve consumer grocery retailers as well as restaurants and other foodservice establishments. Bruce Rohde, chairman and chief executive officer of ConAgra Foods, commented, "These divestitures complete the strategic reshaping of the company and mark the beginning of a new era for ConAgra Foods. ConAgra Foods has now become a packaged food company with many of America's favorite food brands, and with higher margin businesses than it had just a few short years ago." ConAgra Foods, Inc. (NYSE: CAG) is one of North America's largest packaged food companies, serving consumer grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: ACT II, Armour, Banquet, Blue Bonnet, Brown `N Serve, Butterball, Chef Boyardee, Cook's, Crunch 'n Munch, DAVID, Decker, Eckrich, Egg Beaters, Fleischmann's, Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine, Knott's Berry Farm, La Choy, Lamb Weston, Libby's, Lightlife, Louis Kemp, Lunch Makers, MaMa Rosa's, Marie Callender's, Manwich, Orville Redenbacher's, PAM, Parkay, Pemmican, Peter Pan, Reddi-wip, Rosarita, Ro*Tel, Slim Jim, Snack Pack, Swiss Miss, Van Camp's, Wesson, Wolf, and many others. For more information, please visit us at www.conagrafoods.com. Note on Forward-Looking Statements: This news release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Future economic circumstances, industry conditions, company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, actions of governments and regulatory factors affecting the company's businesses and other risks described in the company's reports filed with the Securities and Exchange Commission are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. The company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise. EX-99.3 5 qanda.txt November 24, 2003 Q&A Deal Closings 1. How do today's announcements fit with the company's overall strategy? Today's divestiture announcements regarding the chicken processing and crop inputs businesses represent the successful completion of the company's strategy to favorably reshape its portfolio. ConAgra Foods indicated that it would alter its portfolio to focus on branded, value-added food opportunities with strong profit margins, strong returns on capital, and solid growth opportunities. With today's announcements, those portfolio changes are now complete. o ConAgra Foods has reshaped its portfolio over the last several years through strategic acquisitions of brands as well as divestitures of commodity-oriented businesses. o With over 40 favorite and famous brands that serve consumer grocery retailers as well as restaurants and other foodservice establishments, ConAgra Foods is working on becoming America's Favorite Food Company. o Other recent strategic divestitures toward this goal of portfolio change have included divesting the fresh beef and pork business (September 2002), divesting the canned seafood business (May 2003), and divesting significant cheese operations over the last 24 months (most recently blue cheese and cream cheese in May 2003). 2. The purchase price of the chicken processing business is based on book value as of the closing date, estimated at $545 million. The consideration received of $300 million in cash plus the 25 million Pilgrim's shares (at Friday's closing price of $14.39) appear to be worth more than $545 million. Why the difference? The Pilgrim's Pride shares that ConAgra Foods received were valued at $245 million for the purpose of this deal; the number of shares issued was determined by an average trading price established over several months, as opposed to the trading value on the closing date. The trading price of Pilgrim's Pride stock has increased since this deal was originally announced. The actual value realized by ConAgra Foods won't be known until these shares are sold pursuant to our agreement with Pilgrim's Pride. 3. What is the agreement regarding ConAgra Foods' sale of the Pilgrim's Pride shares received in the transaction? After a year following the transaction, ConAgra Foods may dispose of up to 1/3 of the shares in any given year; however, ConAgra Foods may dispose of more than this in any given year through mutual agreement with the Pilgrim's Pride board. After the shares are registered for resale, ConAgra Foods expects to reduce its ownership level of Pilgrim's Pride over time, based on market conditions. The registration for resale is expected to occur within 1 year from the closing of the transaction. 4. Will ConAgra Foods account for the Pilgrim's Pride shares using equity method accounting? No. Any portion of the shares, which are eligible for resale within 1 year, will be accounted for as securities held for resale. When the eligibility for resale is greater than 1 year away, they will be accounted for using the cost method of accounting. 5. Where is the chicken business currently reported in ConAgra Foods' financial results? It's currently part of Discontinued Operations. Prior to the fourth quarter 2003, it was part of the Meat Processing reporting segment. -----END PRIVACY-ENHANCED MESSAGE-----