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Conagra Foods Inc/DE · S-8 · On 9/29/00

Filed On 9/29/00 2:51pm ET · SEC File 333-46962 · Accession Number 900440-0-51

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/29/00  Conagra Foods Inc/DE              S-8         9/29/00    5:19                                     McGrath North Mul..Kratz

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                 6     22K 
 2: EX-4.7      Form of Common Stock Certificate                       2     11K 
 3: EX-23.1     Independent Auditors' Consent                          1      4K 
 4: EX-23.2     Consent of Independent Accountants                     1      5K 
 5: EX-24       Powers of Attorney                                     9     22K

S-8 · Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Undertakings
1	1st Page
3	Item 3. Incorporation of Documents by Reference
"	Item 6. Indemnification of Directors and Officers
"	Item 8. Exhibits
"	Item 9. Undertakings

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As Filed with the Securities and Exchange Commission on September 29, 2000      
                                              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 Foods, 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
(Address of principal executive offices)                         (Zip code)     

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

INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN
(Full title of the plan)

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

James P. O'Donnell
Executive Vice President and Chief Financial Officer
 ConAgra Foods, 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

                                                        [Enlarge/Download Table]
                                                                                                                      
------------------------ ---------------- ---------------------------- ---------------------------- ------------------
Title of securities to    Amount to be     Proposed maximum offering   Proposed maximum aggregate       Amount of     
     be registered       registered (1)       price per share (2)          offering price (2)       registration fee  
------------------------ ---------------- ---------------------------- ---------------------------- ------------------
Common Stock (3)             50,000                 $18.875                     $943,750                 $249.15      
($5.00 par value)                                                                                                     
------------------------ ---------------- ---------------------------- ---------------------------- ------------------

1        In  addition,  pursuant to Rule  416(c),  this  registration  statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
pursuant to the employee benefit plan described herein.       

2        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 September 25, 2000.                      

3.       This  registration  statement also applies to preferred  share purchase
         rights which are attached to and trade with each share of common stock.

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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.                                                           

 RECENT DEVELOPMENTS

     On August 24, 2000, ConAgra Foods, Inc. acquired  International Home Foods,
Inc.  The terms of the  International  Home Foods  401(k)  Savings  Plan will be
amended to replace  International Home Foods with ConAgra Foods as the issuer of
the securities held pursuant to the plan.                                       

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.                               

     ConAgra Foods,  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 28, 2000;       

     (b) Annual  Report on Form 11-K  (Commission  File No.  001-13537)  for the
         International  Home Foods 401(k) Savings Plan for the fiscal year ended
December 31, 1999;                                            

     (c) Current Reports on Form 8-K dated on June 22, 2000, August 24, 2000 and
September 5, 2000; and                                        

     (d) 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 International Home
Foods 401(k) Savings Plan 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. A director shall continue to be liable for (1) any breach of
a  director's  duty of loyalty to the Company or its  stockholders;  (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) paying a dividend or  approving a stock  repurchase  which
would  violate  Section  174 of the  General  Corporation  Law of the  State  of
Delaware;  or (4) 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.   

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  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  herein  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 - International Home Foods 401(k) Savings Plan,  incorporated herein by
           reference  to  Exhibit  4.1 of International Home Foods' Registration
Statement on Form S-8 (333-62099).                        

4.7 - Form of Common Stock Certificate.                               

23.1 - Consent of Deloitte & Touche LLP                               

23.2 - Consent of PricewaterhouseCoopers LLP                          

24 - Powers of Attorney for Directors of the Company.                 

The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not  previously  submitted,  the plan,  and any  amendments  thereto,  to the
Internal  Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify the plan under the Internal Revenue Code.           

Item 9.  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,  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.                           

     (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.                                  

     (d) 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.                           

     (e) 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.                                                        

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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 28th day of
September, 2000.                                                                

                         CONAGRA FOODS, 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 28th day of September,  2000
by the following persons in the capacities indicated.                           

Signature                                     Title                   

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

/s/  James P. O'Donnell                   Executive Vice President and      
James P. O'Donnell                          Chief Financial Officer             
                                     (Principal Financial Officer)

  /s/  Jay Bolding                          Senior Vice President and Controller
Jay Bolding                                 (Principal Accounting Officer)      

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                            
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

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     Pursuant to the  requirements  of the  Securities Act of 1933, the plan 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 28th day of September, 2000.                                  

                                    INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN

               By:    /s/  Don Winters
        Name:Don Winters
                               Title: Member, Administrative Committee

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 Index to Exhibits

Exhibit No.               Exhibit                                           Page

     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  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  herein  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 - International Home Foods 401(k) Savings Plan,  incorporated herein by
           reference  to  Exhibit  4.1 of International Home Foods' Registration
Statement on Form S-8 (333-62099).                        

4.7 - Form of Common Stock Certificate.                               

23.1 - Consent of Deloitte & Touche LLP                               

23.2 - Consent of PricewaterhouseCoopers LLP                          

24 - Powers of Attorney for Directors of the Company.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This S-8 Filing	Date	First	Last	Other Filings

	5/26/96	3	6	10-K
	7/12/96	3	6	8-A12B, 8-K
	8/24/97	3	6	10-Q
	10/1/97	3	6	8-A12B/A, 8-K
	5/30/98	3	6
	7/10/98	3	6
	2/28/99	3	6	10-Q
	12/31/99	3
	5/28/00	3		10-K, 10-K/A
	6/22/00	3		8-K
	8/24/00	2	3	8-K, S-8
	9/5/00	3		8-K
	9/25/00	1
Filed On / Filed As Of / Effective As Of	9/29/00	1		S-8

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Conagra Foods Inc/DE · S-8 · On 9/29/00

Filed On 9/29/00 2:51pm ET · SEC File 333-46962 · Accession Number 900440-0-51

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8Filing Table of Contents

S-8 · Registration StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8
Filing Table of Contents

S-8 · Registration Statement
Document Table of Contents