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Conagra Foods Inc/DE – ‘S-3’ on 9/29/98

As of: Tuesday, 9/29/98 · Accession #: 23217-98-14 · File #: 333-64617

  As Of                Filer                Filing    For·On·As Docs:Size

 9/29/98  Conagra Foods Inc/DE              S-3                    4:58K

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                15     68K 
 2: EX-5.1      Legal Opinion                                          1      7K 
 3: EX-23.2     Auditor's Consent                                      1      5K 
 4: EX-24       Powers of Attorney                                    12     25K

S-3 — Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) ConAgra Common Stock Indemnification of Directors and Officers List of Exhibits Other Expenses of Issuance and Distribution Plan of Distribution Selling Stockholders Undertakings
1	1st Page - Filing Submission
4	ConAgra Common Stock
7	Selling Stockholders
8	Plan of Distribution
11	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
12	Item 16. List of Exhibits
"	Item 17. Undertakings

S-3 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on September 29, 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)
Delaware                          47-0248710          
(State or other jurisdiction            (I.R.S. Employer                
of incorporation or organization)        Identification No.)                

 One ConAgra Drive
Omaha, Nebraska 68102-5001
(402) 595-4000

 (Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)

James P. O'Donnell
Executive Vice President and Chief Financial Officer
 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:  As
soon as practicable 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. |_|                                        

                                                        [Enlarge/Download Table]
                                              CALCULATION OF REGISTRATION FEE                                                       
Title of Each            Amount      Proposed Maximum       Proposed Maximum        Amount of                                       
Class of Securities      to be      Offering Price per     Aggregate Offering     Registration                                      
to be Registered       Registered        Share(1)               Price(1)               Fee                                          
---------------------------------------------------------------------------------------------------------                           
                                                                                                                                    
Common Stock (2)..     1,310,370     $28.25                $37,017,953              $10,921                                         

(1)   Estimated for the purpose of calculating the registration fee pursuant to Rule 457 on the basis of the price of ConAgra's     
      Common Stock on the NYSE                                                                                                      
      Composite Tape on September 23, 1998.                                                                                         
(2)   This Registration Statement also applies to preferred share purchase rights which are attached to and trade with each share of
      Common Stock.                                                                                                                 


THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.                                                                  

S-3 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
PROSPECTUS                                                                      

 1,310,370 Shares of
 CONAGRA, INC.
Common Stock
 ($5.00 Par Value)
----------------------

         All 1,310,370  shares of common stock (the "ConAgra  Common  Stock") of
ConAgra,  Inc.  ("ConAgra")  offered in this  Prospectus may be offered for sale
from time to time by and for the account of certain stockholders of ConAgra (the
"Selling Stockholders") or by pledgees,  donees, transferees or other successors
in interest of such Selling Stockholders.  The Selling Stockholders acquired the
shares of ConAgra Common Stock in connection with a certain business acquisition
by ConAgra.  See "Selling  Stockholders".  Such sales may be made on one or more
exchanges,  in the over-the-counter  market or otherwise, at prices and at terms
then  prevailing,  at prices  related  to the then  current  market  price or in
negotiated transactions. See "Plan of Distribution".                            

         ConAgra  will not receive any of the proceeds of any sale of the shares
of ConAgra Common Stock. All expenses  relating to distribution of the shares of
ConAgra Common Stock are to be borne by ConAgra,  other than selling commissions
and fees of counsel to the Selling  Stockholders.  The ConAgra  Common  Stock is
listed on the New York Stock Exchange under the symbol "CAG". On  _____________,
1998,  the last reported sales price of the ConAgra Common Stock on the New York
Stock Exchange was $_________ per share.                                        

----------------

 These securities have not been approved by the Securities and
Exchange Commission or any state securities commissions,
nor have these organizations determined that
this prospectus is accurate or complete. Any
representation to the contrary
is a criminal offense.

 ---------------

_______________, 1998                                                           

S-3 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
CERTAIN FORWARD LOOKING STATEMENTS

         The 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, ConAgra's 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

         ConAgra is 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,  ConAgra's major crop inputs
business  distributes  crop  protection  chemicals,  fertilizers  and  seeds  at
wholesale  and retail  levels.  In the  ingredients  sector,  ConAgra  primarily
processes,  distributes  and trades  ingredients  for food products and meat and
poultry production.  ConAgra's ingredient  processing  businesses include flour,
oat and dry corn milling,  tortilla manufacturing,  barley malting and specialty
food ingredient  manufacturing  and marketing.  ConAgra  internationally  trades
grain, dry edible beans and peas,  fertilizer and other  commodities.  ConAgra's
trading and processing businesses also include a private label consumer products
business  and  a  pet  products  business.  ConAgra  has  Inputs  &  Ingredients
operations in Canada,  Australia,  Europe, Asia and Latin America, as well as in
the U.S.                                                                        

         In the Refrigerated Foods segment, ConAgra produces and markets branded
processed  meats and deli  meats,  fresh  meat,  poultry  products,  and  cheese
products for retail,  foodservice  and export  markets.  ConAgra  processed meat
products include hot dogs, bacon, ham, sausages,  cold cuts, turkey products and
kosher  products.  ConAgra  fresh meat  products  include  beef,  pork and lamb.
ConAgra's  poultry  businesses  include chicken and turkey  products.  ConAgra's
cheese  business  includes cheese  products and dessert  toppings.  Refrigerated
Foods brands include Armour,  Butterball,  Cook's,  County Line,  Country Pride,
Decker, Eckrich, Blue Bonnet, Fleischmann's, Healthy Choice, Hebrew National and
Swift Premium. ConAgra owns Australia Meat Holdings Pty Ltd., a major Australian
beef processor and exporter.                                                    

         In  the  Grocery  &  Diversified  Products  segment,  ConAgra  produces
shelf-stable and frozen foods for retail and foodservice  markets.  Shelf-stable
products include tomato products,  cooking oils, popcorn, soup, puddings, 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,  Parkay,  Peter Pan, Slim Jim, Snack Pack,
Swiss Miss, Van Camp's and Wesson.                                              

         Acquisitions  have  contributed  substantially  to ConAgra's  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            

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canned bean and Wolf Brand chili  businesses,  Canada  Malting  Company,  Gilroy
Foods,  GoodMark Foods and Nabisco's  margarine and egg  substitute  businesses.
ConAgra  anticipates  that  it will  continue  to grow  internally  and  through
acquisitions.                                                                   

         ConAgra is a Delaware corporation with executive offices located at One
ConAgra Drive, Omaha, Nebraska 68102-5001, telephone (402) 595-4000.            

DESCRIPTION OF CAPITAL STOCK

General                                                                         

         The  authorized  capital  stock of ConAgra  consists  of  1,200,000,000
shares of ConAgra  Common Stock,  par value $5.00 per share;  150,000  shares of
ConAgra Class B Preferred  Stock,  $50.00 par value;  250,000  shares of ConAgra
Class C Preferred Stock, $100.00 par value;  1,100,000 shares of ConAgra Class D
Preferred  Stock,  without par value;  and 16,550,000  shares of ConAgra Class E
Preferred Stock, without par value.                                             

         Class B Preferred  Stock,  Class C Preferred  Stock,  Class D Preferred
Stock and Class E Preferred  Stock are issuable in one or more series created by
the Board of  Directors  of ConAgra,  which in creating any such series is given
authority  to fix the  voting  rights,  dividend  rate,  redemption  provisions,
liquidation preferences and conversion provisions. On August 28, 1998 there were
outstanding  519,448,104  shares of ConAgra Common Stock. No shares of preferred
stock are currently issued and outstanding.                                     

Dividends on ConAgra Capital Stock                                              

         ConAgra Common Stock Dividend  Policy.  ConAgra has paid cash dividends
on its ConAgra Common Stock each year since 1976. It is the present intention of
ConAgra to continue to pay quarterly  cash dividends on ConAgra Common Stock and
that dividend payments, over time, will average in the range of 30 to 35 percent
of cash  earnings.  The payment of dividends and their amount will  however,  be
dependent upon ConAgra's  earnings,  financial  position,  cash requirements and
other relevant  factors,  including the satisfaction of preferred stock dividend
requirements.                                                                   

         Dividend  Rights.  The Board of Directors may declare and pay dividends
on ConAgra Common Stock out of surplus or net earnings.  It is anticipated  that
any issuance of preferred stock would contain provisions  granting the shares so
issued  a  preference  over  the  ConAgra  Common  Stock  as to the  payment  of
dividends.                                                                      

ConAgra Common Stock                                                            

         Holders of  outstanding  ConAgra  Common Stock are entitled to one vote
for each  share.  Upon  liquidation,  the  holders of ConAgra  Common  Stock are
entitled to share ratably in assets  available for  distribution to stockholders
after satisfaction of any liquidation  preferences of any outstanding  preferred
stock.  The issuance of any  additional  shares of series of preferred  stock in
future  financings,  acquisitions  or otherwise may result in dilution of voting
power and relative  equity  interest of the holders of shares of ConAgra  Common
Stock and will  subject  the  ConAgra  Common  Stock to the prior  dividend  and
liquidation rights of the outstanding shares of the series of preferred stock.  

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         The shares of ConAgra  Common Stock to be offered  hereunder  are fully
paid and  non-assessable.  The ConAgra Common Stock has no conversion rights nor
are there any redemption or sinking fund  provisions with respect to such stock.
Holders of ConAgra  Common Stock have no  pre-emptive  right to subscribe for or
purchase any additional stock or securities of ConAgra.                         

Voting Rights in Certain Cases                                                  

         Article XIV of the ConAgra Certificate of Incorporation  requires, with
certain  exceptions,  a 75% affirmative vote of ConAgra's stock to approve (i) a
merger or  consolidation  with,  (ii) the issuance or transfer of  securities of
ConAgra in exchange for assets,  securities or cash to, or (iii) the sale of all
or a substantial part of the assets of ConAgra to another person, corporation or
other entity,  that owns  beneficially,  directly or  indirectly,  5% or more of
ConAgra's  outstanding  capital stock entitled to vote generally in the election
of  directors.  The 75% voting  requirement  does not apply if a majority of the
outstanding  shares of all  classes of capital  stock of such other  corporation
entitled to vote  generally  in the  election of  directors,  considered  as one
class, is owned of record or beneficially  by ConAgra or its  subsidiaries,  the
transaction  was approved by a majority of ConAgra's Board of Directors prior to
the time  that the  other  entity  became  a  beneficial  owner of 5% or more of
ConAgra's   outstanding   shares,  or  if  the  transaction  is  approved  by  a
three-fourths  vote of  ConAgra's  Board of  Directors  at any time prior to its
consummation.                                                                   

         Article XV of the ConAgra  Certificate  of  Incorporation  requires the
approval  of 95% of  ConAgra's  stock  entitled  to  vote  in  the  election  of
directors,  voting as one class,  for any  business  combination  with any other
entity,  if,  as of  the  applicable  record  date,  such  other  entity  is the
beneficial  owner  directly or  indirectly of 30% of the  outstanding  shares of
ConAgra  stock  entitled  to  vote.  Such  95%  voting   requirement   shall  be
in-applicable  if certain  fair price,  dividend,  proxy,  and other  procedures
detailed in such  Article XV have been  observed by such other  entity  since it
acquired 30% control. Article XV cannot be amended, altered, changed or repealed
without  a 95%  vote  of all  stockholders  of  ConAgra  entitled  to vote in an
election  of  directors,   considered  as  one  class,  unless  such  amendment,
alteration, change or repeal is recommended to the stockholders by a vote of 80%
of the  directors  who would be eligible to serve as  "continuing  directors" as
that term is defined in Article XV.                                             

         Article  XVI of the ConAgra  Certificate  of  Incorporation  prescribes
relevant factors, including social and economic effects on employees, customers,
suppliers and other  constituents  of ConAgra,  to be considered by the Board of
Directors  when  reviewing  any  proposal by another  corporation  to acquire or
combine with ConAgra.                                                           

         Article XVII of the ConAgra Certificate of Incorporation  requires that
any action required or permitted to be taken by ConAgra's  stockholders  must be
effected at a duly called annual or special meeting of the  stockholders and may
not be effected by a consent in writing by such stockholders.                   

         Article XVIII of the ConAgra  Certificate of Incorporation  provides in
general  that any direct or indirect  purchase by ConAgra or any  subsidiary  of
ConAgra of any of its Voting Stock (as defined in Article  XVIII),  or rights to
acquire Voting Stock, known to be beneficially owned by any person or group that
holds more than 3% of a class of its Voting Stock (an "Interested  Stockholder")
and that has owned the securities being purchased for less than two years,  must
be approved by the affirmative vote of at least a majority of the votes entitled
to be cast by the holders of the Voting Stock (excluding Voting Stock held by an
Interested Stockholder). Article XVIII is intended to prevent "greenmail", which
is a term used to describe the accumulation of a block of a corporation's  stock
by a speculator and the subsequent                                              

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attempt  by the  speculator  to coerce the  corporation  into  repurchasing  its
shares, typically at a substantial premium over the market price.               

         Article VII requires  that the ConAgra  Board of  Directors  consist of
nine to sixteen  members  divided into three  classes of as nearly equal size as
possible.  The  terms of the  directors  are  staggered  such  that the terms of
approximately  one-third  of the  directors  expire at each  annual  election of
directors.  The  provisions  of Article  VII may not be amended  without (i) the
affirmative vote of 80% of all outstanding  voting stock or (ii) the affirmative
vote of a majority of outstanding  voting stock and the  affirmative  vote of at
least 75% of the Board of Directors.                                            

         Article VII,  Article XIV,  Article XV,  Article XVI,  Article XVII and
Article XVIII may be deemed to have anti-takeover  effects.  Such provisions may
discourage or make more difficult an attempt by a stockholder or other entity to
acquire control of ConAgra.  Also, it may be more difficult for a stockholder or
other entity to remove management.  Furthermore,  the provision for a classified
Board of Directors may make more difficult removal of directors,  even when such
removal is considered desirable.                                                

Rights Dividend                                                                 

         On July 12, 1996, the Board of Directors of ConAgra declared a dividend
of one preferred share purchase right (a "Right") for each outstanding  share of
ConAgra  Common  Stock for  stockholders  of record on July 24, 1996 (the Record
Date").  The one Right for each  outstanding  share of ConAgra  Common Stock was
adjusted to one-half Right for each share effective  October 1, 1997 as a result
of an adjustment made following a two-for-one  stock split of the ConAgra Common
Stock.                                                                          

         The Rights will expire on July 12, 2006. The Rights are  represented by
the ConAgra Common Stock  certificates  and are not  exercisable or transferable
apart from the ConAgra Common Stock  certificates  except upon the occurrence of
certain events described below.  Pursuant to the Rights Agreement,  the exercise
price and the number of shares of Preferred  Stock or other  securities or other
property issuable are subject to adjustment in the event of stock splits,  stock
dividends and certain other distributions and customary antidilution provisions.
All shares of ConAgra  Common Stock issued between July 24, 1996 and the earlier
of (i) July 12, 2006, (ii) the date on which the Rights are redeemed, or (iii) a
date generally ten days after a Share Acquisition Date, will receive Rights.    

         Each Right entitles the registered  holder to purchase from ConAgra one
one-thousandth  of a share of Series A Junior  Participating  Class E  Preferred
Stock,  without par value, of ConAgra (the "Preferred Stock") at a price of $200
per one  one-thousandth  of a share of Preferred  Stock (the "Purchase  Price"),
subject to adjustment.  The description and terms of the Rights are set forth in
a Rights  Agreement  dated as of July 12, 1996,  as the same may be amended from
time to time (the  "Rights  Agreement"),  between the  Company  and  ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").             

         The Rights become  exercisable  on the earlier to occur of (i) ten days
following  announcement  that a person or group  (the  "Acquiring  Person")  has
acquired 10% or more of the ConAgra Common Stock (the date of such  announcement
being  called  the  "Share  Acquisition  Date") or (ii) ten days  following  the
commencement of (or announcement of an intention to make) a tender offer for 15%
or more of the ConAgra Common Stock.                                            

         Shares of Preferred Stock  purchasable upon exercise of the Rights will
not be redeemable.  Each share of Preferred Stock will be entitled, when, as and
if declared, to a minimum preferential quarterly                                

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dividend  payment  of $1.00  per  share  but will be  entitled  to an  aggregate
dividend of 2000 times the dividend  declared per share of ConAgra Common Stock.
In the event of  liquidation,  dissolution  or  winding up of the  ConAgra,  the
holders  of the  Preferred  Stock  will be  entitled  to a minimum  preferential
payment of $100 per share (plus any accrued  but unpaid  dividends)  but will be
entitled to an  aggregate  payment of 2000 times the  payment  made per share of
ConAgra Common Stock. Each share of Preferred Stock will have 2000 votes, voting
together  with  the  ConAgra   Common  Stock.   In  the  event  of  any  merger,
consolidation or other transaction in which outstanding shares of ConAgra Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled
to receive 2000 times the amount received per share of ConAgra Common Stock.    

         Because of the nature of the Preferred  Stock's  dividend,  liquidation
and voting rights,  the value of the one  one-thousandth  interest in a share of
Preferred Stock  purchasable upon exercise of each Right should  approximate the
value of two shares of ConAgra Common Stock.                                    

         In the event that any person or group becomes an Acquiring Person,  the
Rights  Agreement  provides that each holder of a Right (other than an Acquiring
Person) will  thereafter  have the right to receive,  upon  exercise,  shares of
ConAgra Common Stock having a value of twice the exercise price of the Right.   

         In the event that (i)  ConAgra  engages  in a merger or other  business
combination  transaction in which ConAgra is not the surviving company,  or (ii)
50% or more of ConAgra's  assets or earning power is sold, the Rights  Agreement
provides that each holder of a Right shall thereafter have the right to receive,
upon exercise, shares of common stock of the acquiring company having a value of
twice the exercise price of the Right.                                          

         At any time after any person or group  becomes an Acquiring  Person and
prior to the earlier of one of the events described in the previous paragraph or
the  acquisition  by such  Acquiring  Person  of 50% or more of the  outstanding
shares of ConAgra  Common Stock,  the Board of Directors of ConAgra may exchange
the Rights  (other than Rights  owned by such  Acquiring  Person which will have
become  void),  in whole or in part,  for  shares  of  ConAgra  Common  Stock or
Preferred  Stock (or a series of ConAgra's  preferred  stock  having  equivalent
rights, preferences and privileges).                                            

         At any time on or prior to the  Share  Acquisition  Date,  ConAgra  may
redeem the Rights at a redemption price of $.01 per Right.                      

SELLING STOCKHOLDERS

         The shares of ConAgra Common Stock  beneficially owned by the following
ConAgra  stockholders (the "Selling  Stockholders") are in the amounts indicated
below. All such shares are being offered in this Prospectus.                    

   Selling Stockholders               Shares of ConAgra Common Stock

Duane R. Roberts                                         1,146,574              

Robert W. Klemme                                            98,278              

Gary D. Roberts                                             65,518              

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         The Selling Stockholders  acquired their shares of ConAgra Common Stock
pursuant to an Agreement  and Plan of Merger  dated July 31,  1998,  pursuant to
which  Fernando's  Foods  Corporation   ("Fernando's")   became  a  wholly-owned
subsidiary of ConAgra.  Such Selling Stockholders have agree not to transfer any
of their shares of ConAgra  Common  Stock until such time as  financial  results
covering 30 days of  post-merger  combined  operations of Fernando's and ConAgra
are published.  The publication of such post-merger  combined operations results
is  anticipated  to occur during  early  October  1998 with  ConAgra's  earnings
release for the quarter ending August 30, 1998.                                 

PLAN OF DISTRIBUTION

         ConAgra is registering  the shares of ConAgra Common Stock on behalf of
the Selling Stockholders. As used herein, "Selling Stockholders" includes donees
and pledgees selling shares received from a named Selling  Stockholder after the
date of this  prospectus.  All costs,  expenses and fees in connection  with the
registration  of the shares of ConAgra Common Stock offered hereby will be borne
by  ConAgra.  Brokerage  commissions  and  similar  selling  expenses,  if  any,
attributable  to the sale of shares of ConAgra Common Stock will be borne by the
Selling Stockholders. Sales of shares of ConAgra Common Stock may be effected by
Selling  Stockholders  from  time to time in one or more  types of  transactions
(which may include  block  transactions)  on the NYSE,  in the  over-the-counter
market,  in negotiated  transactions,  through put or call options  transactions
relating to the shares of ConAgra Common Stock, through short sales of shares of
ConAgra  Common  Stock,  or a  combination  of such  methods of sale,  at market
prices,  prevailing  at  the  time  of  sale,  or  at  negotiated  prices.  Such
transactions may or may not involve brokers or dealers.                         

         The Selling Stockholders may effect such transactions by selling shares
of ConAgra Common Stock directly to purchasers or to or through  broker-dealers,
which  may  act  as  agents  or  principals.  Such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
Selling Stockholders and/or the purchasers of shares of ConAgra Common Stock for
whom such broker-dealers may act as agents or to whom they sell as principal, or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).                                                         

         ConAgra  has  agreed to  indemnify  each  Selling  Stockholder  against
certain liabilities, including liabilities arising under the Securities Act. The
Selling  Stockholders may agree to indemnify any agent,  dealer or broker-dealer
that  participates  in  transactions  involving  sales of the  shares of ConAgra
Common Stock against certain  liabilities,  including  liabilities arising under
the Securities Act.                                                             

         Because Selling Stockholders may be deemed to be "underwriters"  within
the meaning of Section  2(11) of the  Securities  Act, the Selling  Stockholders
will be subject to the prospectus  delivery  requirements of the Securities Act,
which includes  delivery through the facilities of the NYSE pursuant to Rule 153
under the Securities Act. Selling  Stockholders also may resell all or a portion
of the shares of ConAgra  Common Stock in open market  transactions  in reliance
upon Rule 144 under the  Securities  Act,  provided  they meet the  criteria and
conform to the requirements of such Rule.                                       

 EXPERTS

         The financial  statements  and related  financial  statement  schedules
incorporated  in this  Prospectus by reference from ConAgra's  current report on
Form 8-K dated  September  29, 1998 have been  audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so  incorporated  in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.          

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         Documents  incorporated  herein by reference in the future will include
financial  statements,  related  schedules (if required) and auditors'  reports,
which  financial  statements  and schedules will have been audited to the extent
and for the period set forth in such reports by the firm or firms rendering such
reports, and, to the extent so audited and consent to incorporation by reference
is given, will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.   

 LEGAL MATTERS

         The  validity  of the  issuance of the shares of ConAgra  Common  Stock
offered  hereby has been passed upon for  ConAgra by  McGrath,  North,  Mullin &
Kratz, P.C., Omaha, Nebraska 68102.                                             

 WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC.  You may read and copy any document we file at
the SEC's public  reference  rooms in  Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. Our common stock is listed on the
New York Stock Exchange and information is available on us at that location.    

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934.  This  prospectus is part of a  registration  statement we
filed with the SEC.                                                             

         o    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;

o     Current Report on Form 8-K dated September 29, 1998; and

         o    The description of the ConAgra Common Stock and related  preferred
              share  purchase   rights   contained  in  ConAgra's   registration
              statements filed pursuant to the Securities  Exchange Act of 1934,
              and any  amendment  or report  filed for the  purposes of updating
such descriptions.                                  

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at the following address:                                        
ConAgra, Inc.                                       
One ConAgra Drive                                   
Omaha, Nebraska  68102-5001                         
(Attention: Investor Relations Department)          
(402) 595-4157                                      

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different information. Our                             

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common stock is not being offered in any state where the offer is not permitted.
You should not assume that the  information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents. 

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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                                  $  10,921 
Printing Expenses*                                $   2,000 
Accounting Fees and Expenses*                     $  10,000 
Legal Fees and Expenses*                          $  15,000 
Miscellaneous Expenses*                           $   1,079 
                                                  --------- 
     TOTAL                                        $  39,000*
----------------------                                      

*Estimated                                                                      

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 or 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 he
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                 

4.1      ConAgra's Certificate of Incorporation, as amended, incorporated herein
         by  reference to  ConAgra's  annual  report on Form 10-K for the fiscal
year ended May 26, 1996.                                      

4.2      ConAgra's  By-Laws,  as amended,  incorporated  herein by  reference to
         ConAgra's  quarterly  report on Form 10-Q for the quarter  ended August
24, 1997.                                                     

4.3      Rights Agreement dated July 12, 1996,  incorporated herein 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
         herein by  reference to  ConAgra's  annual  report on Form 10-K for the
fiscal year ended May 30, 1998.                               

4.6      Form of Common Stock  Certificate  incorporated by reference to Exhibit
 4.4 of ConAgra's Registration Statement on Form S-3 (33-63081).

5.1      Opinion of McGrath, North, Mullin & Kratz, P.C.                        

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.                                                    
-------------                                                                   

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
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 29th day of September, 1998.                          
 CONAGRA, INC.

                                            /s/ Bruce C. Rohde
                                              By: ____________________________
                                    Bruce C. Rohde
                                                   President and Chief Executive
                             Officer

         Pursuant  to the  requirements  of the  Securities  Act  of  1933  this
Amendment to the  Registration  Statement has been signed below by the following
persons in the capacities indicated on the 29th day of September, 1998.         

Signature                                            Title    

/s/ Bruce C. Rohde                                                              
______________________________________        President, Chief Executive Officer
Bruce C. Rohde                                and Director                      

/s/ James P. O'Donnell                                                          
______________________________________        Executive Vice President          
James P. O'Donnell                            and Chief Financial Officer       
                                         (Principal Financial Officer)
/s/ Kenneth W. DiFonzo                                                          
______________________________________        Senior Vice President, 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 C. Rohde,  by signing his name  hereto,  signs this  Amendment  to the
    Registration  Statement  on  behalf  of each  of the  persons  indicated.  A
    Power-of-Attorney  authorizing  Bruce  C.  Rohde to sign  this  Registration
    Statement on behalf of each of the indicated Directors of ConAgra,  Inc. was
previously filed hereto as Exhibit 24.                                  
                                          /s/ Bruce C. Rohde
                                            By: ____________________________
                                    Bruce C. Rohde
                                      Attorney-In-Fact

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INDEX OF EXHIBITS 

EXHIBIT                                                                         
NUMBER                                              DESCRIPTION                 

4.1        ConAgra's  Certificate  of  Incorporation,  as amended,  incorporated
           herein by reference to ConAgra's  annual  report on Form 10-K for the
fiscal year ended May 26, 1996.                           

4.2        ConAgra's By-Laws,  as amended,  incorporated  herein by reference to
           ConAgra's  quarterly report on Form 10-Q for the quarter ended August
24, 1997.                                                 

4.3        Rights  Agreement  dated  July  12,  1996,   incorporated  herein  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
           herein by reference to ConAgra's  annual  report on Form 10-K for the
fiscal year ended May 30, 1998.                           

4.6        Form of Common Stock Certificate incorporated by reference to Exhibit
     4.4 of ConAgra's Registration Statement on Form S-3 (33-63081).

5.1        Opinion of McGrath, North, Mullin & Kratz, P.C.                      

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.                                                         

------------                                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	7/12/06	6
Filed on:	9/29/98	1	9	8-K, S-8
	9/23/98	1
	8/30/98	8		10-Q
	8/28/98	4		10-K
	7/31/98	8
	7/10/98	12	15
	5/31/98	9		10-K
	5/30/98	12	15
	10/1/97	6	15	8-A12B/A, 8-K
	8/24/97	12	15	10-Q
	7/24/96	6
	7/12/96	6	15	8-A12B, 8-K
	5/26/96	12	15	10-K
				List all Filings

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Filing Submission 0000023217-98-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Conagra Foods Inc/DE – ‘S-3’ on 9/29/98

As of: Tuesday, 9/29/98 · Accession #: 23217-98-14 · File #: 333-64617

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