-----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, HTjiUg1Hz2pfyAE4LtpWI583gaqF4imyH46vvEM2QpuKSXIkAh7nVl5LBqFVLsa2 9+PuBSf8ygebrj2B8D2Iaw== 0000900440-99-000036.txt : 19990510 0000900440-99-000036.hdr.sgml : 19990510 ACCESSION NUMBER: 0000900440-99-000036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990507 EFFECTIVENESS DATE: 19990507 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-8 SEC ACT: SEC FILE NUMBER: 333-78063 FILM NUMBER: 99614347 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 S-8 1 REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on May 7, 1999. Registration No. 333- =============================================================================== United States Securities and Exchange Commission Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- CONAGRA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0248710 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001 (Address of Principal Executive Offices) (Zip Code) -------------------------- PLAN FOR ASSUMPTION OF GOODMARK OPTIONS (Full Title of the Plan) -------------------------- James P. O'Donnell, Executive Vice President and Chief Financial Officer and Corporate Secretary ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102-5001 (Name and Address of Agent for Service) 402-595-4000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE =============================================================================================================================== Title of securities Amount to Proposed maximum Proposed maximum Amount of to be registered be registered offering price per aggregate offering registration unit (1) price(1) fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock 500,000 $ 25.06 $ 12,530,000 $3,483
1. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and low sales prices as reported on the New York Stock Exchange Composite Transactions List on May 6, 1999. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Securities Act Rule 428(b). Such documents are not being filed with the Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. On July 31, 1998, ConAgra, Inc. ("ConAgra") acquired GoodMark Foods, Inc. ("GoodMark") and assumed certain options previously granted by GoodMark. The assumed options are exercisable for ConAgra common stock. This registration statement covers the shares of ConAgra common stock issuable upon such option exercises. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ConAgra, Inc. (the "Company") hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission: (a) 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; (b) Quarterly Reports on Form 10-Q for the quarters ended August 30, 1998, November 29, 1998 and February 28, 1999; and (c) The description of the Company's common stock contained in Registration Statements on Form 8-A filed under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company and the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers Pursuant to Article V of the Certificate of Incorporation of the Company, the Company shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. No director shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, a director shall continue to be liable for (i) any breach of a director's duty of loyalty to the Company 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 the Company provide for indemnification of Company officers and directors against all expenses, liability or losses reasonably incurred or suffered by them to the extent legally permissible under the Delaware General Corporation Law where any such person was, is, or 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 he was serving the Company in such capacity. Generally, under Delaware law, indemnification will only be available where an officer or director can establish that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. The Company also maintains a director and officer insurance policy which insures the Company, its subsidiaries and their elected officers and directors against damages, judgments, settlements and costs incurred by reason of wrongful acts committed by such persons in their capacities as officers and directors. -3- Item 8. Exhibits 4.1 - ConAgra's Certificate of Incorporation, as amended, incorporated by reference to ConAgra's annual report on Form 10-K for the fiscal year ended May 26, 1996. 4.2 - ConAgra's Bylaws, as amended, incorporated by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended February 28, 1999. 4.3 - Rights Agreement dated July 12, 1996, incorporated by reference to ConAgra's current report on Form 8-K dated July 12, 1996. 4.4 - Certificate of Adjustment dated October 1, 1997 to Rights Agreement, incorporated by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended August 24, 1997. 4.5 - Amendment to Rights Agreement dated as of July 10, 1998, incorporated by reference to ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1998. 4.6 - Form of Common Stock Certificate, incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-63081). 5 - Opinion of McGrath, North, Mullin & Kratz, P.C. 10.1 - Plan for Assumption of GoodMark Options 23.1 - Consent of Deloitte & Touche 23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included as part of Exhibit 5) 24 - Powers of Attorney for Directors of the Company Item 9. Undertakings A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) 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; -4- provided, however that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by the paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered thereon, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) 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. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, and the State of Nebraska, on this 7th day of May, 1999. CONAGRA, INC. /s/ Bruce C. Rohde Bruce C. Rohde President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 7th day of May, 1999 by the following persons in the capacities indicated. Signature Title /s/ Bruce C. Rohde _________________________ President, Chief Executive Bruce C. Rohde Officer and Director /s/ James P. O'Donnell _________________________ Executive Vice President, James P. O'Donnell Chief Financial Officer and Corporate Secretary (Principal Financial Officer) /s/ Jay Bolding _________________________ Vice President, Jay Bolding Corporate Controller (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 Thomas R. Williams* Director Clayton K. Yeutter* Director * This Registration Statement has been signed by the undersigned as attorney-in-fact on behalf of each person so indicated pursuant to a power of attorney duly executed by each such person. /s/ Bruce C. Rohde _________________________ Bruce C. Rohde Attorney-in-Fact Index to Exhibits Exhibit No. Exhibit 4.1 - ConAgra's Certificate of Incorporation, as amended, incorporated by reference to ConAgra's annual report on Form 10-K for the fiscal year ended May 26, 1996. 4.2 - ConAgra's Bylaws, as amended, incorporated by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended February 28, 1999. 4.3 - Rights Agreement dated July 12, 1996, incorporated by reference to ConAgra's current report on Form 8-K dated July 12, 1996. 4.4 - Certificate of Adjustment dated October 1, 1997 to Rights Agreement, incorporated by reference to ConAgra's quarterly report on Form 10-Q for the quarter ended August 24, 1997. 4.5 - Amendment to Rights Agreement dated as of July 10, 1998, incorporated by reference to ConAgra's annual report on Form 10-K for the fiscal year ended May 31, 1998. 4.6 - Form of Common Stock Certificate, incorporated by reference to ConAgra's Registration Statement on Form S-3 (33-63081). 5 - Opinion of McGrath, North, Mullin & Kratz, P.C. 10.1 - Plan for Assumption of GoodMark Options 23.1 - Consent of Deloitte & Touche 23.2 - Consent of McGrath, North, Mullin & Kratz, P.C. (included as part of Exhibit 5) 24 - Powers of Attorney for Directors of the Company EX-5 2 LEGAL OPINION McGrath, North, Mullin & Kratz, P.C. 1400 One Central Park Plaza 222 South Fifteenth Street Omaha, Nebraska 402-341-3070 May 7, 1999 ConAgra, Inc. One ConAgra Drive Omaha, Nebraska 68102 Gentlemen: In connection with the registration under the Securities Act of 1933, as amended, of 500,000 shares of common stock (the "Common Stock"), $5.00 par value, of ConAgra, Inc., a Delaware corporation (the "Company"), authorized for issuance pursuant to the Plan for Assumption of Goodmark Options (the "Plan"), we have examined such corporate records and other documents, including the registration statement on Form S-8 to be filed with the Securities and Exchange Commission relating to such shares (the "Registration Statement"), and have reviewed such matters of law as we have deemed necessary for this opinion. Based on such examination, we advise you that in our opinion: 1. The Company is a corporation duly organized and existing under the laws of the State of Delaware. 2. Upon the issuance of shares in accordance with the Plan, all necessary corporate action on the part of the Company will have been taken to authorize the issuance of up to 500,000 shares of Common Stock by the Company, and when issued as contemplated in the Registration Statement and related documents, such shares will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Yours very truly, MCGRATH, NORTH, MULLIN & KRATZ, P.C. By: /s/ David L. Hefflinger David L. Hefflinger EX-10.1 3 ASSUMPTION PLAN Exhibit 10.1 ASSUMED GOODMARK OPTION PLAN Notice to Optionee: You have been the holder of options to purchase shares of GoodMark Foods, Inc. Common Stock. Pursuant to the terms of the merger agreement consummated July 31, 1998, ConAgra, Inc. has assumed all obligations under those option agreements. Appropriate adjustments were made in the number of shares and the exercise price based on the 1.08108 conversion rate of GoodMark to ConAgra shares in the merger agreement. The number of options was adjusted by multiplying the number of GoodMark options by the 1.08108 conversion rate (rounded to the nearest whole share). The option price(s) were adjusted by dividing the GoodMark option price(s) by the 1.08108 conversion rate. For example, a GoodMark Stock Option to purchase 100 shares at an option price of $10.00 per share would be converted to 108 shares at an option price of $9.25 per share. The vesting schedule(s), expiration date(s) and other terms of your option agreement(s) remain unchanged. For tax purposes, the status of your option(s) has not changed. EX-23.1 4 AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ConAgra, Inc. on Form S-8 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. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Omaha, Nebraska May 7, 1999 EX-24 5 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Philip B. Fletcher ______________________ Philip B. Fletcher POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ C. M. Harper ______________________ C. M. Harper > POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Robert A. Krane ______________________ Robert A. Krane POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Mogens Bay ______________________ Mogens Bay POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Carl E. Reichardt ______________________ Carl E. Reichardt POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Ronald W. Roskens ______________________ Ronald W. Roskens POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as her true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for her and in her name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Marjorie M. Scardino ______________________ Marjorie M. Scardino POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Walter Scott, Jr. ______________________ Walter Scott, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Kenneth E. Stinson ______________________ Kenneth E. Stinson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Thomas R. Williams ______________________ Thomas R. Williams POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of ConAgra, Inc., a Delaware corporation, hereby constitutes and appoints each of Bruce C. Rohde and James P. O'Donnell, or either of them, as his true and lawful attorney-in-fact and agent, each having full power to act, together or each without the other, for him and in his name, place and stead in any and all capacities, to do any and all acts and things and execute any and all instruments which said attorney and agent may deem necessary or desirable to enable ConAgra, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of this Corporation, which may be offered for sale or sold under the Plan for Assumption of GoodMark Options including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of ConAgra, Inc. and the name of the undersigned Director to the one or more registration statements, any amendments thereto, and to any instruments and documents filed as part of or in connection with said registration statements or amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto signed this power of attorney this 6th day of May, 1999. /s/ Clayton K. Yeutter ______________________ Clayton K. Yeutter -----END PRIVACY-ENHANCED MESSAGE-----