SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 12, 1996
Date of Report (Date of earliest event reported)
ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-7275 47-0248710
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One ConAgra Drive, Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 595-4000
Item 5. OTHER EVENTS.
On July 12, 1996, the Board of Directors of ConAgra,
Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common
stock, par value $5.00 per share, of the Company (the "Common
Stock"). The dividend is payable on July 24, 1996 (the "Record
Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Class
E Preferred Stock, without par value, of the Company (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 Company's current
stockholder rights plan, adopted in 1986, expires according to
its terms on July 24, 1996.
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of
Common Stock or (ii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a
copy of a summary of the Rights (the "Summary of Rights").
The Rights Agreement provides that, until the
Distribution Date (or earlier expiration of the Rights), the
Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued after the Record
Date upon transfer or new issuances of Common Stock will contain
a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier expiration of the
Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of the Summary of Rights, will
also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on July 12, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is advanced
or extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights is subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock
with a conversion price, less than the then-current market price
of the Preferred Stock or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable
in Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights is subject to
adjustment in the event of a stock dividend on the Common Stock
payable in shares of Common Stock or subdivisions, consolidations
or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
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 dividend payment of $1.00 per share but
will be entitled to an aggregate dividend of 1000 times the
dividend declared per share of Common Stock. In the event of
liquidation, dissolution or winding up of the Company, 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
1000 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 1000 votes, voting together
with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which outstanding shares of
Common Stock are converted or exchanged, each share of Preferred
Stock will be entitled to receive 1000 times the amount received
per share of Common Stock. These rights are protected by
customary antidilution provisions.
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 one
share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right that number of
shares of Common Stock having a market value of two times the
exercise price of the Right.
In the event that, after a person or group has become
an Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provisions
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive upon the exercise
of a Right that number of shares of common stock of the person
with whom the Company has engaged in the foregoing transaction
(or its parent) that at the time of such transaction have a
market value of two times 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
Common Stock, the Board of Directors of the Company 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
Common Stock or Preferred Stock (or a series of the Company's
preferred stock having equivalent rights, preferences and
privileges), at an exchange ratio of one share of Common Stock,
or a fractional share of Preferred Stock (or other preferred
stock) equivalent in value thereto, per Right.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of Preferred Stock or Common Stock will be issued (other
than fractions of Preferred Stock which are integral multiples of
one one-thousandths of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary
receipts), and in lieu thereof an adjustment in cash will be made
based on the current market price of the Preferred Stock or the
Common Stock.
At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend
the Rights Agreement in any manner. After the Rights are no
longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights Agreement in any manner that
does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder
thereof, as such, will have no rights as a stockholder of the
Company, including, without limitation, the right to vote or to
receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit hereto. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement, as the same may be amended from time to time, which is
hereby incorporated herein by reference.
Item 7. Exhibits.
1. Rights Agreement dated as of July 12, 1996 between
ConAgra, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
2. Press Release dated July 12, 1996.
Pursuant to the requirements of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CONAGRA, INC.
July 12, 1996 By: /s/ James P. O'Donnell
__________________________
James P. O'Donnell
Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description
No.
1. Rights Agreement dated as of July 12, 1996 between
ConAgra, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
2. Press Release dated July 12, 1996.