Conagra Foods Inc/DE – ‘SC 13D/A’ on 11/22/95 re: Conagra Foods Inc/DE

As of:  Wednesday, 11/22/95   ·   Accession #:  23217-95-33   ·   File #:  5-30276

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8±    29K 
                          Ownership                                              

Document Table of Contents

     UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

      SCHEDULE 13D
     (Amendment No. 2)

     Under the Securities Exchange Act of 1934

     CONAGRA, INC.
      (Name of Issuer)

      COMMON STOCK
      (Title of Class of Securities)

     205887102
      (CUSIP Number)

     David L. Hefflinger
      McGrath, North, Mullin
     & Kratz, P.C.
     1400 One Central Park Plaza
     Omaha, NE 68102
      (402) 341-3070

     (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications)

      NOVEMBER 6, 1995
     (Date of Event which Required Filing of this Statement)

     If the filing  person has previously filed  a statement on Schedule  13G to
     report the acquisition  which is the subject  of this Schedule 13D,  and is
     filing  this  schedule  because  of  Rule 13d-1(b)(3)  or  (4),  check  the
following box [ ].                                                    

     Check the following box if a fee is being paid with this statement [ ].  (A
     fee is  not required  only if  the reporting person:   (1)  has a  previous
     statement on file reporting beneficial  ownership of more than five percent
     of the class securities described in Item 1; and (2) has filed no amendment
     subsequent thereto reporting beneficial ownership of less than five percent
of such class.)  (See Rule 13d-7.)                                    

     Note:   Six copies  of this  statement, including  all exhibits,  should be
     filed  with the Commission.   See Rule  13d-1(a) for other  parties to whom
copies are to be sent.                                                

     The remainder  of  the cover  page  shall be  filled  out for  a  reporting
     person's initial filing on  this form with respect to the  subject class of
     securities, and for  any subsequent amendment containing  information which
would alter disclosures provided in a prior cover page.               

     The information  required on the remainder of this  cover page shall not be
     deemed  to  be "filed"  for the  purpose  of Section  18 of  the Securities
     Exchange  Act of 1934  ("Act") or otherwise  subject to the  liabilities of
     that section of the Act but shall be subject to all other provisions of the
Act.                                                                  

CUSIP NO. 205887102           13D                           

1.   Name of Reporting Person                               
SS or IRS Identification Number of Above Person   

          Chemical Bank,  as Trustee  for the  ConAgra, Inc.  Employee
Equity Fund                                                 

2.   Check the Appropriate Box if a Member of a Group       

(a)                      (b)            

3.   SEC Use Only                                           

4.   Source of Funds                                        

SC, CO                                  

 5.   Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)                    

6.   Citizenship or Place of Organization                   

New York                                

                    7. Sole Voting Power

           0
Number of                                         
Shares                   8. Shared Voting Power   
Beneficially                                      
Owned by                      17,734,421*         
Reporting                                         
Person                                            
With                     9. Sole Dispositive Power

           0

                             10.  Shared Dispositive Power

                     17,734,421*

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

17,734,421*                             

     12.  Check  Box if  Aggregate Amount in  Row 11  Excludes Certain
Shares                                                      

CUSIP NO. 205887102           13D                           

13.  Percent of Class Represented by Amount in Row 11       

Approximately 7.44% of voting securities          

14.  Type of Reporting Person                               

BK, EP                                            

*Subject to Disclaimer                                      

Item 1.     SECURITY AND ISSUER                             

          The filing of this Amendment  No. 2 to Statement on Schedule
     13D by the ConAgra, Inc.  Employee Equity Fund (the "Trust") does
     not constitute, and should not be construed as, an admission that
     either the Trust or  Chemical Bank, as trustee of  the Trust (the
     "Trustee"),  beneficially owns  any  securities covered  by  this
     Statement  or  is required  to  file  this  Statement.   In  this
     connection,   the  Trust  and  the  Trustee  disclaim  beneficial
ownership of the securities covered by this Statement.      

          The Trust filed  an original Statement on Schedule 13D dated
     August 13, 1992 and  an Amendment No. 1  thereto dated April  15,
     1993.   This  Amendment No.  2 (the  "Amended Statement")  amends
     certain  information contained in the Schedule 13D, as previously
amended.                                                    

          The  class  of  equity  securities  to  which  this  Amended
     Statement  relates is  the  Common Stock,  $5.00  par value  (the
     "Common  Stock"),  of  ConAgra,   Inc.,  a  Delaware  corporation
     ("ConAgra").   The  principal executive  offices  of ConAgra  are
located at One ConAgra Drive, Omaha, Nebraska  68102-5001.  

Item 2.    IDENTITY AND BACKGROUND                          

          This Amended  Statement is  being filed by  the Trust.   The
     business addresses of  the Trust is Chemical Bank,  450 West 33rd
     Street, New York,  NY  10001-2697.  The address of the Trustee is
     450 West 33rd Street, 15th Floor, New York, NY  10001-2697.   The
     Trust is a  trust organized under  the laws of  the State of  New
     York.  The Trustee is a state  chartered bank organized under the
laws of the State of New York.                              

          During  the  past  five years,  neither  the  Trust  nor the
     Trustee  has  been   (i)  convicted  in  a   criminal  proceeding
     (excluding  traffic violations or similar misdemeanors) or (ii) a
     party to a civil proceeding  of a judicial or administrative body
     of competent jurisdiction and as  a result of such proceeding was
     or  is subject  to a  judgment, decree  or final  order enjoining
     future violations  of,  or prohibiting  or  mandating  activities
     subject to,  Federal  or State  securities  laws or  finding  any
violation with respect to such laws.                        

 Item 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

CUSIP NO. 205887102           13D                           

          On August  6, 1992, ConAgra  and the Trustee as  Trustee for
     the Trust, entered into a trust agreement creating the Trust (the
     "Trust Agreement").  Pursuant to a stock purchase agreement dated
     August 6,  1992  between  ConAgra  and the  Trustee  (the  "Stock
     Purchase  Agreement"), the  Trust on  August  13, 1992  purchased
     12,533,572 shares  of authorized  but previously  unissued Common
     Stock  at $27.925  per share  (the average  closing price  of the
     Common Stock as  reported in the WALL STREET JOURNAL for the five
     trading  days immediately  preceding the day  of purchase).   The
     Trust also purchased 11,517,397 additional shares of Common Stock
     from  ConAgra  between September  16,  1992  and April  15,  1993
     pursuant to  Section 1.3 of  the Stock Purchase Agreement  for an
     aggregate purchase  price of  approximately $350  million.   Such
     additional shares were purchased by  the Trust at prices equal to
     the  prices  (excluding commissions,  transfer taxes  and similar
     costs)  ConAgra paid for  the shares  on the  open market.   Such
     purchase completed the obligations of  the Trust under the  Stock
Purchase Agreement to purchase shares from ConAgra.         

          On August 13, 1992, the trustee delivered to ConAgra cash in
     the amount of  $62,667,860 (previously contributed by  ConAgra to
     the Trust)  and a revolving  promissory note (the "Note")  in the
     amount of $287,332,138 (the balance  of the purchase price of the
     shares purchased  on August 13,  1992).  The principal  amount of
     the Note  was increased  to $637,332,131.44  with the  additional
purchases of Common Stock from ConAgra by the Trust.        

          ConAgra will contribute cash to  the Trust from time to time
     which  when  added  to  the  earnings  of  the  Trust  (primarily
     dividends paid on the Common  Stock) will be sufficient to enable
     the Trust to pay when due  the interest and principal payments on
     the  Note.   If  ConAgra  fails to  make a  contribution,  then a
     corresponding  amount  of the  principal  of  the  Note  will  be
     forgiven.   Equal  quarterly payments  on the  Note are  made, or
     forgiven, based on a 30-year  amortization schedule with a  final
     payment  of any accrued  interest and principal  remaining unpaid
     upon  termination  of  the Trust.    The  first  payment forgiven
     included an additional amount equal  to interest accrued from the
date of issue of the Note to the first payment date.        

Item 4.     PURPOSE OF TRANSACTION                          

          ConAgra advised  the Trustee that  the Trust was  created to
     provide  assurance of the  availability of  the shares  of Common
     Stock necessary to satisfy certain of its obligations or those of
     its subsidiaries'  compensation and benefit plans  (the "Plans"),
     including  incentive  plans,  stock  purchase  programs,  savings
     plans, retirement  plans and stock  option plans and not  for the
     purpose  of preventing a  change in  control of  ConAgra.   As of
     November  6, 1995,  the Trust  has  released 6,316,548  shares of
Common Stock to the Plans.                                  

          ConAgra  further advised the Trustee that ConAgra is advised
     that the creation  of the Trust  could have certain  antitakeover
     effects.   As  of  September 24,  1995,  ConAgra had  238,471,961
     shares of  Common Stock outstanding.   Based on this  number, the
     Trust holds approximately  7.44% of ConAgra's outstanding  Common
     Stock.   Under the Delaware  General Corporation Law  ("DGCL"), a

CUSIP NO. 205887102           13D                           

     merger  requires the  affirmative  vote  of  a  majority  of  the
     outstanding shares.   The sale of  shares of Common  Stock to the
     Trust could thus make it more difficult for an acquiror to obtain
     an  affirmative merger vote without employee support.  Similarly,
     pursuant  to Section 203  of the DGCL,  an interested stockholder
     (defined as one  owning more than  15% of an issuer's  stock) may
     not engage  in a  business combination with  an issuer  for three
     years after the date he becomes an  interested stockholder unless
     (1)  prior to  such  date  the board  of  directors approved  the
     business combination in question or transaction which resulted in
     such holder becoming an interested stockholder or (2) on or after
     such date, the  business combination is approved by  the board of
     directors and the holders of two-thirds of the outstanding shares
     not  held by  the interested  stockholder  or (3)  the interested
     stockholder acquired at least 85% of the issuer's voting stock in
     the same transaction that resulted  in his becoming an interested
stockholder.                                                

          A potential  acquiror could find it more difficult to engage
     in  a business combination  with ConAgra under  the circumstances
     described under Section 203 of the DGCL which require approval of
     two-thirds  of  the outstanding  shares without  employee support
     since the Trustee  will vote the Common Stock  and will tender or
     exchange, or not tender or exchange, the Common Stock held by the
     Trust in  the same proportion  and manner as the  participants of
     the  Plans  which  are  qualified  under  Section 401(k)  of  the
     Internal  Revenue Code  of 1986 (the  "401(k) Plans")  direct the
     trustees of the 401(k) Plans with respect to Common Stock held by
the 401(k) Plans.                                           

          Stock held by employee stock  plans is excluded from the 85%
     calculation  under Section 203  of the DGCL  unless the employees
     have the right to determine confidentially whether shares held by
     a plan will be tendered in a tender or exchange offer.  The Trust
     requires   that  voting   and  tendering  instructions   be  held
     confidential by the  Trustee.   Some or all  of the Common  Stock
     held in the  suspense account may be deemed held  by employees of
     the  401(k) Plans  through  the  Trust and  included  in the  85%
     calculation.  Thus,  a potential  acquiror who  has not  received
     ConAgra's  Board of  Directors  approval  prior  to  becoming  an
     interested  stockholder could find it more difficult to attain an
     85%  ownership  threshold  unless  he  is  able  to  induce  some
     employees to direct trustees of the 401(k) Plans to tender shares
to the potential acquiror.                                  

Item 5.     INTEREST IN SECURITIES OF THE ISSUER            

          The  Trust  held 17,734,421  shares  of Common  Stock  as of
     November 6,  1995, as to  which it may  be deemed to  have shared
     voting  and dispositive power.   Shares of  Common Stock acquired
     pursuant to the Stock Purchase  Agreement are held in the Trust's
     suspense account  and will  be released as  the Trust  repays the
     Note to  ConAgra and  will be allocated  to certain  of ConAgra's
     employee benefit plans  (the "Plans") in the manner  set forth in
     the  Trust Agreement.    As of  November 6,  1995, the  Trust has
     released 6,316,548 shares of Common  Stock to the Plans.  ConAgra
     has advised the Trustee that ConAgra's contributions to the Plans

CUSIP NO. 205887102           13D                           

     will  be decreased by  the value of  the shares allocated  to the
Plans from the Trust.                                       

          The Trustee  has no  discretion in the  manner in  which the
     Common Stock  will be voted.   The Trust Agreement  provides that
     the Trustee must vote  all of the Common Stock held  by the Trust
     in  the same  proportion and  manner as  the participants  of the
     401(k) Plans direct the Trustees of the 401(k) Plans with respect
     to the voting of the Common Stock held by the 401(k) Plans.   The
     Trust Agreement also provides that  if a tender or exchange offer
     is commenced  for Common Stock,  then the Trustee will  tender or
     exchange, or not tender or exchange, the Common Stock held by the
     Trust in  the same proportion  and manner as the  participants of
     the 401(k)  Plans direct  the Trustees of  the 401(k)  Plans with
     respect to  Common Stock  held by  the 401(k)  Plans.   The Trust
     Agreement further provides  that all voting instructions  and all
     tender or exchange instructions received  by the Trustee will  be
     held  in confidence  and not disclosed  to any  person, including
ConAgra.                                                    

          The filing  of this Statement  on Schedule 13D by  the Trust
     does not constitute, and should not be construed as, an admission
     that  either  the Trust  or  the  Trustee  beneficially owns  any
     securities covered by this Statement  or is required to file this
     Statement.    In  this  connection, the  Trust  and  the  Trustee
     disclaim beneficial ownership  of the securities covered  by this
Statement.                                                  

Item 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS         
     OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER                         

          ConAgra  and the  Trustee, as  trustee for  the  Trust, have
     entered  into  the   Trust  Agreement  and  the   Stock  Purchase
     Agreement, and the Trustee, as  trustee for the Trust, has issued
     the Note  to ConAgra.   The Trust  Agreement, the  Stock Purchase
     Agreement and  the Note are  described in Items  3 and 5  of this
Statement.                                                  

Item 7.     MATERIAL TO BE FILED AS EXHIBITS                

            (a)  Trust Agreement, dated as of August 6, 1992
                      between ConAgra and Chemical Bank as trustee for
                    the ConAgra, Inc. Employee Equity Fund Trust.*

                (b)  Stock Purchase Agreement, dated as of August 6,
                      1992  between  ConAgra  and  Chemical  Bank,  as
trustee                                                     
                      for  the  ConAgra,  Inc.  Employee  Equity  Fund
Trust.*                                                     

                 (c)  Revolving Promissory Note, dated as of August 6,
                 1992, issued to ConAgra by Chemical Bank as
                      trustee for  the ConAgra,  Inc. Employee  Equity
Fund                                                        
Trust.*                   

*Previously filed                                           

CUSIP NO. 205887102           13D                           

     SIGNATURE

          After reasonable inquiry and to the best of my knowledge and
     belief,  I  certify  that  the  information  set  forth  in  this
statement is true, complete and correct.                    

Dated:  November 20, 1995.                        
                                 Chemical Bank

                           /s/ Kevin R. Cahill
                                    By:  Kevin R. Cahill
                                             Its: Assistant Vice President

CUSIP NO. 205887102           13D                           

     INDEX TO EXHIBITS

     (a)  Trust Agreement,  dated as of August 6, 1992 between ConAgra
and                                                         
          Chemical  Bank as  trustee for  the  ConAgra, Inc.  Employee
Equity                                                      
Fund Trust.*                                      

     (b)  Stock Purchase Agreement, dated as of August 6, 1992 between
         ConAgra and Chemical Bank, as trustee for the ConAgra, Inc.
Employee Equity Fund Trust.*                      

     (c)   Revolving  Promissory Note,  dated  as of  August 6,  1992,
issued                                                      
          to ConAgra by Chemical Bank as trustee for the ConAgra, Inc.
Employee Equity Fund Trust.*                      

*Previously filed.                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		11/22/95		None on these Dates
		11/20/95
		11/6/95
		9/24/95
		4/15/93
		9/16/92
		8/13/92
		8/6/92
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