Conagra Foods Inc/DE – ‘S-3/A’ on 1/13/99

As of:  Wednesday, 1/13/99   ·   Accession #:  23217-99-2   ·   File #:  333-68715

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment to Registration Statement                    6     29K 
 2: EX-5.1      Legal Opinion                                          1      8K 

S-3/A   —   Amendment to Registration Statement
Document Table of Contents

S-3/A
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As filed with the Securities and Exchange Commission on January 13, 1999.       
                                          Registration Statement No. 333-68715

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -------------------------------
Amendment No. 1 to
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. [_]                                             

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.                                 

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 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:          

                                                                [Download Table]
                     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                                                                      
**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.   

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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.*                                    
-------------                                                                   
*Previously filed                                                               

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.    

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         (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.                                        

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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  Form S-3 and has
duly caused this Amendment to Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in the City of Omaha,  State of
Nebraska, on the 13th day of January, 1999.                                     

                     CONAGRA, INC.

                         /s/ Bruce Rohde
                                   By:____________________________________
               Bruce Rohde
                                     Chairman, Chief Executive Officer
             President

     Pursuant to the  requirements  of the Securities Act of 1933 this Amendment
to Registration  Statement has been signed below by the following persons in the
capacities indicated on the 13th day of January, 1999.                          

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 Amendment to Registration
Statement  on  behalf  of each of the  persons  indicated.  A  Power-of-Attorney
authorizing  Bruce Rohde to sign this  Amendment  to  Registration  Statement on
behalf of each of the indicated Directors of ConAgra,  Inc. was previously filed
hereto as Exhibit 24.                                                           

               /s/ Bruce Rohde
                               By:________________________________________
             Bruce Rohde
                  Attorney-In-Fact

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 INDEX OF EXHIBITS

                                                        [Enlarge/Download Table]
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.*                                          

____________                                                                    
*Previously filed                                                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		1/13/99		1
		8/30/98		3		6			10-Q
		5/31/98		3		6			10-K
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