-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R6B1r/HZUFQmhb4MKsB9EJs2mFeW9LjtO3J+w7S9wXJm+J9O0UcPb/omgIIVRKjU 1fBxJp1XNH5mp2KD6DsYog== 0001047469-97-000050.txt : 19971009 0001047469-97-000050.hdr.sgml : 19971009 ACCESSION NUMBER: 0001047469-97-000050 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970824 FILED AS OF DATE: 19971008 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA INC /DE/ CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 002-21378 FILM NUMBER: 97692068 BUSINESS ADDRESS: STREET 1: ONE CONAGRA DR CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4025954000 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 24, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-7275 - -------------------------------------------------------------- CONAGRA, INC. - -------------------------------------------------------------- (Exact name of registrant, as specified in charter) Delaware 47-0248710 - --------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One ConAgra Drive, Omaha, Nebraska 68102-5001 - --------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (402) 595-4000 - --------------------------------------------------------------- (Registrant's telephone number, including area code) NA - --------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Number of shares outstanding of issuer's common stock, as of October 1, 1997, was 471,982,078. PART I - FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In millions except per share amounts) (unaudited) THIRTEEN WEEKS ENDED ------------------------- AUGUST 24, AUGUST 25, 1997 1996 ---------- ---------- Net sales $ 6,140.4 $ 6,157.5 Costs and expenses Cost of goods sold 5,298.4 5,365.6 Selling, administrative and general expenses 586.9 559.0 Interest expense, net 73.1 70.1 ---------- ---------- 5,958.4 5,994.7 ---------- ---------- Income before income taxes 182.0 162.8 Income taxes 71.9 66.7 ---------- ---------- NET INCOME $ 110.1 $ 96.1 ========== ========== NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ 0.24 $ 0.21 ========== ========== Weighted average number of common and common equivalent shares outstanding 459.1 457.9 ========== ========== Cash dividends declared per common share $ 0.136 $ 0.119 ========== ========== See notes to the condensed consolidated financial statements. 2 CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in millions) (unaudited)
AUGUST 24, MAY 25, AUGUST 25, 1997 1997 1996 ---------- --------- ---------- ASSETS Current assets Cash and cash equivalents $ 26.0 $ 105.8 $ 34.5 Receivables, less allowance for doubtful accounts of $72.8, $67.2 and $61.5 2,377.3 1,367.6 2,376.7 Inventories 3,624.3 3,342.9 3,426.7 Prepaid expenses 416.0 388.7 439.4 --------- --------- --------- Total current assets 6,443.6 5,205.0 6,277.3 --------- --------- --------- Property, plant and equipment Cost 5,272.9 5,274.3 5,022.3 Less Accumulated depreciation (2,065.3) (2,031.8) (1,948.9) Valuation reserve related to restructuring - - (176.8) --------- --------- --------- Property, plant and equipment, net 3,207.6 3,242.5 2,896.6 Brands, trademarks and goodwill, at cost less accumulated amortization 2,420.7 2,434.0 2,457.3 Other assets 373.8 395.6 390.4 --------- --------- --------- Total assets $12,445.7 $11,277.1 $12,021.6 ========= ========= =========
See notes to the condensed consolidated financial statements. 3 CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in millions except per share amount) (unaudited)
AUGUST 24, MAY 25, AUGUST 25, 1997 1997 1996 ----------- -------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $ 3,207.7 $ 529.0 $ 3,521.5 Current installments of long-term debt 366.8 352.9 80.2 Accounts payable 1,063.7 1,894.7 861.5 Advances on sales 163.9 766.5 190.6 Other accrued liabilities 1,484.1 1,446.5 1,408.6 --------- --------- --------- Total current liabilities 6,286.2 4,989.6 6,062.4 Senior long-term debt, excluding current installments 1,572.2 1,605.7 1,502.3 Other noncurrent liabilities 918.9 935.1 959.9 Subordinated debt 750.0 750.0 750.0 Preferred securities of subsidiary company 525.0 525.0 525.0 Common stockholders' equity Common stock of $5 par value, authorized 1,200,000,000 shares, issued 506,241,764, 506,161,530 and 506,051,430 2,531.2 1,265.4 1,265.1 Additional paid-in capital 459.7 643.3 434.4 Retained earnings 1,066.9 2,061.2 1,726.1 Foreign currency translation adjustment (43.0) (31.5) (33.3) Less treasury stock, at cost, common shares 34,284,418, 30,036,626 and 24,557,136 (798.6) (655.1) (497.4) --------- --------- --------- 3,216.2 3,283.3 2,894.9 Less unearned restricted stock and value of 24,950,494, 26,202,608 and 30,542,866 common shares held in Employee Equity Fund (822.8) (811.6) (672.9) --------- --------- --------- Total common stockholders' equity 2,393.4 2,471.7 2,222.0 --------- --------- --------- $12,445.7 $11,277.1 $12,021.6 ========= ========= =========
See notes to the condensed consolidated financial statements. 4 CONAGRA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) (unaudited)
THIRTEEN WEEKS ENDED ------------------------ AUGUST 24, AUGUST 25, 1997 1996 ---------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash flows from operating activities Net income $ 110.1 $ 96.1 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and other amortization 90.2 88.0 Goodwill amortization 17.4 17.2 Other noncash items (includes nonpension postretirement benefits) 26.2 10.3 Change in assets and liabilities before effects from business acquisitions (2,852.6) (2,980.1) -------- -------- NET CASH FLOWS FROM OPERATING ACTIVITIES (2,608.7) (2,768.5) -------- -------- Cash flows from investing activities Additions to property, plant and equipment (85.8) (124.4) Payment for business acquisitions - (76.7) Sale of businesses and property, plant and equipment 136.4 5.9 Notes receivable and other items 9.4 11.2 -------- -------- NET CASH FLOWS FROM INVESTING ACTIVITIES 60.0 (184.0) -------- -------- Cash flows from financing activities Net short-term borrowings 2,678.7 3,105.2 Proceeds from issuance of long-term debt 300.0 - Repayment of long-term debt (320.1) (78.4) Cash dividends paid (61.3) (53.9) Treasury stock purchases (140.7) (105.4) Employee Equity Fund stock transactions 11.9 4.4 Other items 0.4 1.4 -------- -------- NET CASH FLOWS FROM FINANCING ACTIVITIES 2,468.9 2,873.3 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (79.8) (79.2) Cash and cash equivalents at beginning of period 105.8 113.7 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26.0 $ 34.5 ======== ========
See notes to the condensed consolidated financial statements. 5 CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED AUGUST 24, 1997 AND AUGUST 25, 1996 (UNAUDITED) 1. ACCOUNTING POLICIES The unaudited interim financial information included herein reflects the adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. Such interim information should be read in conjunction with the financial statements and notes thereto included in the Company's 1997 annual report to stockholders, which are incorporated by reference into the Company's annual report on Form 10-K for the fiscal year ended May 25, 1997. The results of operations for any interim period are not necessarily indicative of the results to be expected for other interim periods or the full year. DERIVATIVE INSTRUMENTS - The SEC is requiring expanded disclosure for derivative instruments which is fully effective for the Company's annual financial statements for the fiscal year ended May 31, 1998. As required for this interim report, specific information on the Company's accounting policies for derivatives is provided below. The Company uses derivatives for the purpose of hedging commodity price and interest rate exposures which exist as a part of its ongoing business operations. In general, derivatives used as hedges must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the contract. Accordingly, changes in market values of derivative instruments must be highly correlated with changes in market values of underlying hedged items both at inception of the hedge and over the life of the hedge contract. Deferred gains or losses related to any instrument 1) designated but ineffective as a hedge of existing assets, liabilities, or firm commitments, or 2) designated as a hedge of an anticipated transaction which is no longer likely to occur, are recognized immediately in the statement of earnings. INTEREST RATE SWAP AGREEMENTS - The Company utilizes interest rate swap agreements to alter the impact of changes of interest rates. Interest differentials to be paid or received on the swap are recognized in income as incurred, as a component of interest expense. COMMODITY CONTRACTS - Commodities are subject to price fluctuations which create price risk. Generally, the Company intends to hedge commodities to mitigate this price risk. The Company uses commodity futures, options, forwards and swaps to manage price fluctuations of the underlying commodity. While this may tend to limit the Company's ability to participate in 6 CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED AUGUST 24, 1997 AND AUGUST 25, 1996 (UNAUDITED) gains from commodity price fluctuations, it also tends to reduce the risk of loss from changes in commodity prices. Commodity price risk can be hedged by selling (or buying) the underlying commodity, or by using an appropriate derivative instrument. The particular hedging methods employed by the Company depend on a number of factors, including availability of appropriate derivative contracts. The Company may, at times, utilize non-exchange traded derivatives, in which case the Company monitors the amount of associated credit risk. ConAgra's board of directors has established policies which limit the amount of unhedged inventory positions permissible for ConAgra's independent operating companies. Trading businesses are generally limited to dollar risk exposure stated in relation to equity capital. Processing company limits are expressed in terms of weeks of commodity usage. In the trading businesses, commodity contracts are marked-to-market with net amounts due to or from brokers recorded in accounts receivable or payable and the related gains or losses recorded in the statement of earnings. In the processing companies, commodity contract gains and losses are deferred and recognized as an adjustment to the basis of the underlying hedged commodity purchased; gains or losses are recognized in the statement of earnings as a component of cost of goods sold. The cash flows related to derivative financial instruments are classified in the statement of cash flows in a manner consistent with those of the transactions being hedged. EARNINGS PER SHARE - Statement of Financial Accounting Standards No. 128 (SFAS No. 128), EARNINGS PER SHARE, requires presentation of basic and diluted earnings per share, replacing prior presentation of primary and fully diluted earnings per share. Basic earnings per share is calculated on the basis of weighted average outstanding common shares, after giving effect to preferred stock dividends. Diluted earnings per share is computed on the basis of weighted average outstanding common shares, outstanding options that are dilutive, and equivalent shares assuming conversion of outstanding convertible securities. Primary earnings per share and 7 CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED AUGUST 24, 1997 AND AUGUST 25, 1996 (UNAUDITED) pro forma earnings per share (the latter computed in accordance with SFAS No. 128) for the periods ended August 24, 1997 and August 25, 1996 are as follows: AUGUST 24, AUGUST 25, 1997 1996 ---------- ---------- Primary earnings per share - as reported $ 0.24 $ 0.21 Pro forma diluted earnings per share 0.24 0.21 Pro forma basic earnings per share 0.25 0.21 2. CAPITAL STOCK On July 11, 1997, the Company's Board of Directors declared a two-for-one split of the Company's common stock in the form of a stock dividend, payable October 1, 1997, to shareholders of record as of September 5, 1997. All share and per share data have been restated to reflect the stock split for all periods presented. 3. INVENTORIES The composition of inventories is as follows (in millions):
AUGUST 24, MAY 25, AUGUST 25, 1997 1997 1996 ------------ ---------- ---------- Hedged commodities $ 1,100.9 $ 1,169.8 $ 904.8 Food products and livestock 1,401.2 1,191.0 1,257.5 Agricultural chemicals, fertilizer and feed 662.1 381.4 654.9 Retail merchandise 12.9 127.5 120.0 Other, principally ingredients and supplies 447.2 473.2 489.5 ------------ ---------- ---------- $ 3,624.3 $ 3,342.9 $ 3,426.7 ========== ========== ==========
8 CONAGRA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED AUGUST 24, 1997 AND AUGUST 25, 1996 (UNAUDITED) 4. CONTINGENCIES In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a result of the acquisition and the significant pre-acquisition tax and other contingencies of the Beatrice businesses and its former subsidiaries, the consolidated post-acquisition financial statements of ConAgra reflected significant liabilities and valuation allowances associated with the estimated resolution of these contingencies. The material pre-acquisition tax contingencies were resolved in fiscal 1995. Beatrice is also engaged in various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by ConAgra. The environmental proceedings include litigation and administrative proceedings involving Beatrice's status as a potentially responsible party at 42 Superfund, proposed Superfund or state-equivalent sites. Beatrice has paid or is in the process of paying its liability share at 38 of these sites. Substantial reserves for these matters have been established based on the Company's best estimate of its undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required cleanup, the known volumetric contribution of Beatrice and other potentially responsible parties and its experience in remediating sites. ConAgra is a party to a number of other lawsuits and claims arising out of the operation of its businesses. After taking into account liabilities recorded for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on ConAgra's financial condition, results of operations or liquidity. 5. SENIOR LONG-TERM DEBT On August 1, 1997, the Company issued $300 million of senior notes with an interest rate of 6.70% due August 1, 2027 and redeemable at the option of the holders on August 1, 2009. The notes were priced at par. 9 CONAGRA, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and operating results for the periods included in the accompanying consolidated condensed financial statements. Results for the fiscal 1998 first quarter are not necessarily indicative of results which may be attained in the future. This report contains forward-looking statements. The statements reflect management's current views and estimates of future economic circumstances, industry conditions, company 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. FINANCIAL CONDITION The Company's capital investment (working capital plus noncurrent assets) decreased $128 million compared to May 25, 1997. Working capital decreased $58 million and noncurrent assets decreased $70 million. The decreases were primarily caused by the sale of businesses. There was an increase in short term debt primarily related to financing normal seasonal increases in accounts receivable and inventory and treasury stock repurchases. The Company's objective is that senior long-term debt normally will not exceed 30 percent of total long-term debt plus equity. This objective was met for all periods presented. 10 CONAGRA, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATING RESULTS A summary of the period to period increases (decreases) in the principal components of operations is shown below (dollars in millions, except per share amounts).
COMPARISON OF THE THIRTEEN WEEKS ENDED AUGUST 24, 1997 TO AUGUST 25, 1996 ---------------------------------- DOLLAR PERCENT CHANGE CHANGE --------- -------- Net sales $ (17.1) (0.3) Costs and expenses Cost of goods sold (67.2) (1.3) Selling, administrative and general expenses 27.9 5.0 Interest expense, net 3.0 4.3 Income before income taxes 19.2 11.8 Income taxes 5.2 7.8 Net income 14.0 14.6 Net income per common and common equivalent share 0.03 14.3
ConAgra's total sales in the first quarter were about even with the same period last year, while costs and expenses were down versus the first quarter of fiscal 1997. Sales and cost of goods sold increased in the Food Inputs & Ingredients segment primarily due to ConAgra's major crop inputs business, United Agri Products. Sales increased in the Grocery & Diversified Products segment while cost of goods sold decreased. Refrigerated Foods segment sales and related cost of goods sold declined in the first quarter. Selling, administrative and general expenses increased in the Food Inputs & Ingredients and Grocery & Diversified Products segments and decreased in the Refrigerated Foods segment compared to the same period in fiscal 1997. In ConAgra's Food Inputs & Ingredients industry segment, operating profit increased 38 percent 11 CONAGRA, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and sales increased 3 percent in fiscal 1998's first quarter versus fiscal 1997's first quarter. United Agri Products had increased sales and a significant operating profit gain. Flour milling and specialty food ingredients both achieved strong earnings growth. Earnings declined in the trading businesses but are generally expected to improve post-harvest. Segment sales growth was constrained by a business divestiture in fiscal 1998's first quarter and lower wheat prices passed through as lower flour selling prices. In ConAgra's Grocery & Diversified Products industry segment, operating profit increased 2 percent and sales increased 3 percent in fiscal 1998's first quarter versus fiscal 1997's first quarter. ConAgra Frozen Foods sales and operating profit increased. The Lamb-Weston potato products business and the Golden Valley microwave foods business increased earnings significantly. Hunt-Wesson's earnings dropped, as planned, due to heavy spending to introduce several lines of new products. In ConAgra's Refrigerated Foods industry segment, operating profit decreased 7 percent and sales decreased 3 percent in fiscal 1998's first quarter versus fiscal 1997's first quarter. The branded processed meats business improved margins and increased earnings significantly. Earnings rose in the Australia beef business and declined in the U.S. beef business. The pork products business was profitable, but earnings were down due to the industry's high cost of raw materials. Chicken products results improved, while earnings were down in turkey products. Cheese business earnings were down modestly. Operating profit is based on net sales less all identifiable operating expenses and includes the related equity in earnings of companies included on the basis of the equity method of accounting. General corporate expense, interest expense (except financial businesses), income taxes and goodwill amortization are excluded from segment operating profit. For financial businesses, operating profit includes the effect of interest, which is a large element of their operating costs. For ConAgra in total, sales decreased slightly to $6.14 billion in fiscal 1998's first quarter from $6.16 billion in fiscal 1997's first quarter. ConAgra's fiscal 1998 first quarter effective tax rate was 39.5 percent compared to 41.0 percent in fiscal 1997's first quarter and 39.6 percent for all of fiscal 1997. Fiscal 1998 first quarter earnings per share rose 14.3 percent to 24 cents from 21 cents in last year's first quarter. Net income increased 14.6 percent to $110.1 million from $96.1 million a year ago. 12 CONAGRA, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ConAgra's annual meeting of stockholders was held on September 25, 1997. The stockholders elected five directors to serve three-year terms, ratified the appointment of Deloitte & Touche to examine ConAgra's financial statements for fiscal year 1998, and did not approve a stockholder proposal. Voting on these items was as follows: 1. ELECTION OF DIRECTORS FOR WITHHELD Philip B. Fletcher 195,650,149 2,537,038 Robert A. Krane 195,777,376 2,409,811 Gerald Rauenhorst 195,640,443 2,546,744 Bruce C. Rohde 197,185,243 1,001,944 Walter Scott, Jr. 197,237,915 949,272 2. RATIFICATION OF ACCOUNTANTS FOR: 196,470,953 AGAINST: 864,638 ABSTAIN: 860,389 BROKER/NON-VOTES: 3 3. STOCKHOLDER PROPOSAL ON POLITICAL SOFT DOLLAR CONTRIBUTIONS FOR: 17,579,853 AGAINST: 150,915,772 ABSTAIN: 8,133,328 BROKER/NON-VOTES: 21,567,030 ITEM 5. OTHER INFORMATION As previously announced on July 11, 1997, Bruce Rohde was elected Chief Executive Officer of ConAgra on September 25, 1997. Mr. Rohde continues to serve as Vice Chairman of the Board and President of ConAgra. On September 25, 1997, ConAgra's Board of Directors approved a 14.7% increase in ConAgra's common stock dividend. ConAgra had previously announced a two-for-one common stock split effective October 1, 1997 for stockholders of record on September 5, 1997. On September 25, 1997, ConAgra's Board of Directors declared a quarterly common stock cash dividend of 15.625 cents per share payable December 1, 1997 to stockholders of record as of 13 November 7, 1997. The quarterly dividend previously was 13.625 cents per share. The new indicated annual dividend rate is 62.5 cents per share, up from the previous 54.5 cents per share. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS 3.1 - Bylaws of ConAgra as amended through September 25, 1997. 4.1 - Certificate of Adjustment dated October 1, 1997 to Rights Agreement dated as of July 12, 1996. 12 - Statement regarding computation of ratio of earnings to fixed charges. (B) REPORTS ON FORM 8-K ConAgra filed a report on Form 8-K dated July 11, 1997 reporting (i) the election of Bruce Rohde as Chief Executive Officer effective September 25, 1997, and (ii) the two-for-one stock split effective October 1, 1997. CONAGRA, INC. By: /s/ James P. O'Donnell ______________________________ James P. O'Donnell Executive Vice President, Chief Financial Officer Corporate Secretary By: /s/ Kenneth W. DiFonzo ______________________________ Kenneth W. DiFonzo Senior Vice President and Controller Dated this 7th day of October, 1997. 14 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE 3.1 Bylaws of ConAgra as amended through September 25, 1997 4.1 Certificate of Adjustment dated October 1, 1997 to Rights Agreement dated as of July 12, 1996 12 Statement regarding computation of ratio of earnings to fixed charges 15 EX-3.1 2 EXHIBIT 3.1 EXHIBIT 3.1 BY-LAWS OF CONAGRA, INC. ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of ConAgra, Inc. (ConAgra) shall be located in the City of Omaha, County of Douglas, State of Nebraska. ConAgra may have such other offices as the Board of Directors may designate or as the business of ConAgra may require from time to time. Section 2. Principal Place of Business. The principal place of business may be, but need not be, identical with the location of the principal executive office. The resident agent of ConAgra shall be as designated from time to time by resolution of the Board of Directors. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held on a date and at an hour determined by the Board of Directors, which meeting will be held no later than 140 days after the close of each fiscal year, for the purpose of electing officers and for the transaction of such other business as may properly come before the meeting. If the election of the directors shall not be held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient. Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called at any time by the Chairman of the Board or the Chief Executive Officer of ConAgra or by a majority of the directors of ConAgra. Section 3. Place of Meeting. The Board of Directors may designate Omaha, Douglas County, Nebraska, or such other place, either within or without the State of Nebraska, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. Section 4. Notice of Meeting. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting 1 is called, shall be delivered not less than ten nor more than sixty days before the day of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, Chairman of the Executive Committee, or the Chief Executive Officer, or the Secretary, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at the address listed on the stock transfer books of ConAgra with postage prepaid. ConAgra need not send notices to stockholders for whom ConAgra has no current address, and action taken without notice to such persons has the same force and effect as if notice had been given to them. ConAgra shall be deemed to have no current shareholder address when two consecutive annual meeting notices have been returned undeliverable, or when at least two payments of dividends or interest sent by first class mail during a twelve-month period have been returned undeliverable. Section 5. Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any annual or special meeting of stockholders or any adjournment thereof, the record date shall be determined by the Board of Directors and shall be not less than ten days nor more than sixty days before the meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 6. Voting Lists. The officer or agent having charge of the stock transfer ledger for shares of ConAgra shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be opened to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The original or duplicate stock ledger shall be the only evidence detailing stockholders who are entitled to examine such list or to vote in person or by proxy at such election. Section 7. Quorum. A majority of the outstanding shares of ConAgra entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2 Section 8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of ConAgra not less than three days prior to the date of such meeting, unless the Secretary shall consent to the filing of a proxy at a later date. Unless otherwise provided in the proxy, it shall be valid from the date of its execution until three years after its date of execution. Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent, or proxy as the By-Laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian, conservator, or other fiduciary may be voted by such person, either in person or by proxy, without a transfer of such shares into the name of such person. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote such shares held without a transfer of such shares into his name, as trustee. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court. Persons whose stock is pledged shall be entitled to vote, unless the pledgor has effected the transfer on the books of ConAgra and has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy, may represent such stock and vote thereon. Shares of its own stock belonging to ConAgra shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Section 10. Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of ConAgra who complies with the notice procedures set forth in this Section 10. For business to be properly brought before an annual meeting by a stockholder, a stockholder must have given timely notice thereof in writing to the Secretary of ConAgra. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of ConAgra, not less than 60 nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from such anniversary date, notice by the stockholder to be timely must be so delivered or mailed and received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the date on which public announcement of the date of such meeting is first made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on ConAgra's books, of the stockholder proposing such business, (c) the class and number of shares of ConAgra which are beneficially owned by the stockholder and (d) any 3 material interest of the stockholder in such business. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 10. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 10, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 11. Notice of Stockholder Nominees. Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of ConAgra may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of ConAgra entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of ConAgra. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of ConAgra not less than 60 nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from such anniversary date, notice by the stockholder to be timely must be so delivered or mailed and received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the date on which public announcement of the date of such meeting is first made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to be named as a nominee and to serving as the director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on ConAgra's books, of such stockholder and (ii) the class and number of shares of ConAgra which are beneficially owned by such stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of ConAgra that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of ConAgra unless nominated in accordance with the procedures set forth in the By-Laws. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 4 ARTICLE III BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of ConAgra shall be managed by or under the direction of its Board of Directors. Section 2. Number, Tenure and Qualifications. The number of directors of ConAgra, not less than nine nor more than sixteen, shall be fixed by resolution of the Board of Directors and may be altered from time to time by a resolution of the Board of Directors. Directors need not be residents of the State of Delaware or stockholders of ConAgra. The directors shall be divided into three classes: Class I, Class II and Class III, each such class, as nearly as possible, to have the same number of directors. At each annual election of directors by the stockholders of ConAgra, the directors chosen to succeed those whose terms are then expired shall be identified as being of the same class as the directors they succeed and shall be elected by the stockholders of ConAgra for a term expiring at the third succeeding annual election of directors, or thereafter when their respective successors in each case are elected by the stockholders and qualify. Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held on the same date as the annual meeting of stockholders. Three or more other regular meetings of the Board of Directors shall be held during the year with such meetings on dates approved by a majority of the Board of Directors. The Chairman of the Board or the Chief Executive Officer or the Secretary shall designate the time and place of such meeting by written notice mailed to each director at least ten days before the meeting. In the event meeting dates are not approved by a majority of the Board of Directors, regular meetings shall be held on the third Thursday of January, May, July and September. Meetings of the Board of Directors may be held either within or without the State of Delaware. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of the regular meetings or additional regular meetings without other notice than such resolution. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, Chairman of the Executive Committee, Chief Executive Officer, or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them. Section 5. Notice. Notice shall be given three days in advance of any special meeting of the Board of Directors, or in emergency situations designated by the Chairman of the Board, Chairman of the Executive Committee, or the Chief Executive Officer, 12 hours' notice of a special meeting of the Board of Directors may be given, by telegram, telephone or personal delivery. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the 5 business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the board and such written consent is filed with the minutes of the proceedings of the Board. A consent and agreement in lieu of meeting may be made either by one consent signed by all the directors or by individual consents signed by each director. The directors may also meet by means of conference telephone or similar communications equipment as provided by Delaware law. Section 8. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum. Section 9. Compensation. By resolution of the Board of Directors, the directors may be paid expenses, if any, for attendance at each meeting of the Board of Directors. In addition, by resolution of the Board of Directors, each director may be paid an annual retainer fee and committee fees for services as director and may also receive a fee for attendance at regular or special meetings of the Board of Directors. No such payment shall preclude any director from serving ConAgra in any other capacity and receiving compensation therefor. Section 10. Directors' Executive Committee. An Executive Committee of three or more directors may be designated by resolution passed by a majority of the Board. The Board shall designate one director as chairman of the committee, and may designate one or more directors as alternate members of the committee who may replace any absent or disqualified member at any meeting of the committee. During the intervals between meetings of the Board, the committee shall advise and aid the officers of ConAgra in all matters concerning its interests and the management of its business, and generally perform such duties as may be directed by the Board from time to time. The committee shall possess and may exercise all the powers of the Board while the Board is not in session, but specifically shall not have the authority of the Board of Directors in reference to: 1. Amending the Articles of Incorporation. 2. Adopting a plan of merger or consolidation. 3. Recommending to the stockholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of ConAgra otherwise than in the usual and regular course of its business. 4. Recommending to the stockholders a voluntary dissolution of ConAgra or a revocation thereof. 6 5. Amending the By-Laws of ConAgra. 6. Any power which has been delegated to other committees in accordance with these By-Laws. 7. To elect any director or to elect or remove any member of the Executive Committee or any principal officer, or 8. To declare any dividend or authorize any distribution or any shares of capital stock of ConAgra. Section 11. Human Resources Committee. A Human Resources Committee shall be designated by a resolution passed by a majority of the Board of Directors. The Board shall appoint one of the Committee members to serve as Chairman. Section 12. Audit Committee. An Audit Committee shall be designated by a resolution passed by a majority of the Board of Directors. The Board shall appoint one of the Committee members to serve as Chairman. Section 13. Other Committees. One or more other Board of Directors' committee members and chairman thereof may be designated by resolution passed by a majority of the Board. ARTICLE IV OFFICERS Section 1. Number and Status. The Board of Directors will elect a chairman of the Board, may elect a vice chairman of the Board, and may elect such honorary (non-voting) directors as deemed advisable. The elected officers of ConAgra shall consist of the Chief Executive Officer (CEO) who shall also carry the legal title of president; one or more members of the CEO's Council (the number thereof to be designated by the CEO); one or more elected corporate Vice Presidents (the number thereof to be determined by the CEO); a Secretary and may include a President and Chief Operating Officer. The CEO shall be nominated and elected by the Board of Directors. Other elected officers shall be nominated by the CEO and elected by a majority of the Board of Directors. Other corporate officers, including a Treasurer, and assistant corporate officers as may be deemed necessary by the CEO may be appointed by the CEO and shall be confirmed by the Board of Directors. The CEO may also designate as many Independent Operating Companies' (IOC) officers as the CEO deems necessary to manage operating units of ConAgra. Authority of IOC officers shall relate only to businesses for which they have been assigned responsibility. No authority granted to IOC officers shall conflict with authorities granted by these By-Laws or by resolutions of the Board of Directors. Section 2. Election and Term of Office. The officers of ConAgra to be elected or confirmed by a majority of the Board of Directors shall be elected and confirmed annually at the meeting of the Board of Directors on the same date as the annual meeting of stockholders. If the election and appointment of officers shall not be held at such meeting, then they shall be held as soon 7 thereafter as conveniently possible. Each officer shall hold office until the officer's death, or resignation, or removal in the manner hereinafter provided. Section 3. Removal. Officers elected by the Board of Directors may be removed at any time by a majority vote of the Board of Directors or by the CEO, with such action to be affirmed by a majority vote of the Board of Directors. Appointed corporate and IOC officers may be removed from office by the CEO or any officer designated by the CEO to have such authority. The acceptance of office by an officer shall constitute acceptance of this provision. Section 4. Vacancies. A vacancy in any elected office because of death, resignation, removal, disqualification or otherwise, shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term. The CEO may fill vacancies of appointed corporate and IOC officers. Section 5. Chairman of the Board of Directors. The chairman of the Board of Directors shall preside at all meetings of stockholders and the Board of Directors, and shall have such other duties as may be assigned by resolution of the Board of Directors. Section 6. Vice Chairman of the Board of Directors. The vice chairman of the Board of Directors may preside at meetings of the Board of Directors in the absence of the chairman of the Board of Directors and the CEO, and shall have such other duties as may be assigned by resolution of the Board of Directors. Section 7. Chief Executive Officer (CEO). Subject to authority of the Board of Directors, the Chief Executive Officer shall be the highest ranking management officer of ConAgra, lead its business affairs and perform all duties incident to the office of chief executive. The CEO shall preside at all meetings of the stockholders and of the Board of Directors in the absence of the chairman of the Board of Directors. The CEO may sign with the Secretary or any other elected officer, certificates for shares of ConAgra; may sign (or authorize a designee to sign) deeds, mortgages, bonds, contracts, or other instruments within authority granted by the Board of Directors (except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of ConAgra). The CEO shall assign job duties, responsibilities, and authorities to other officers of ConAgra, or designate others to do so on his behalf. In the event of the CEO's inability to serve, CEO duties shall be temporarily fulfilled, pending action by the Board of Directors, first by the Chairman of the Board, or next in line by the Chairman of the Executive Committee, or next by the Chairman of the Audit Committee, or next by the Chairman of the Compensation Committee. Section 8. President and Chief Operating Officer. There may be one President and Chief Operating Officer of ConAgra. This individual will report directly to the CEO and shall have such duties, responsibilities and authority as, from time to time, are assigned by the CEO or the Board of Directors. Section 9. CEO's Council. ConAgra shall have a CEO's Council, the members of which shall be nominated by the CEO and elected by the Board of Directors. Each member will report to ConAgra's CEO or the CEO's designee, and shall have such duties, responsibilities and authority as, from time to time, are assigned by the CEO, President and Chief Operating Officer of ConAgra, or the Board of Directors. 8 Section 10. Corporate Vice Presidents. Any elected Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of ConAgra. All ConAgra vice president shall perform such duties and have such responsibility and authority as from time to time may be assigned by the CEO, an officer so authorized by the CEO, or the Board of Directors. Section 11. The Secretary. The Secretary shall: (a) Keep the minutes of the stockholders' meetings and of the Board of Directors' meetings; (b) See that all notices are fully given in accordance with the provisions of these By-Laws or required by law; (c) Be custodian of ConAgra minutes and of the seal of ConAgra; (d) Sign certificates for shares of ConAgra, the issuance of which shall have been authorized by resolution of the Board of Directors; (e) Supervise activities of transfer agents and registrars; (f) In general perform duties incident to the office of the Secretary as from time to time may be assigned by the CEO or the Board of Directors. Section 12. The Treasurer. The Treasurer shall perform duties incident to the office of the Treasurer in accordance with these By-Laws, and shall perform such other duties as, from time to time, may be assigned by the CEO, Board of Directors, or officer to whom the Treasurer reports. Section 13. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, by the CEO or by the Board of Directors. Section 14. Salaries. The salaries of the elected and confirmed officers shall be fixed from time to time by the Board of Directors or by those so authorized by the Board of Directors. No officer shall be prevented from receiving a salary by reason of the fact that such person is also a director of ConAgra. ARTICLE V CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of ConAgra, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of ConAgra and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, etc. All checks, drafts, other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of ConAgra shall be executed on behalf of ConAgra only by those who are authorized by the Board of Directors or by those whom the Board may designate to give such authorization. Such authorization may be general or confined to specific instances. 9 Section 4. Deposits. All funds of ConAgra not otherwise employed shall be deposited to the credit of ConAgra in banks, trust companies, or other depositaries, approved in accordance with resolutions of the Board of Directors. ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 1. Certificates for Shares. Certificates representing shares of ConAgra shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chairman, Chief Executive Officer, Chief Operating Officer, or a Corporate Vice President and by the Secretary or an Assistant Secretary, except that where such certificate is signed by a transfer agent the signatures of any such Chairman, Chief Executive Officer, Chief Operating Officer, Corporate Vice President, Secretary or Assistant Secretary may be facsimiles, engraved or printed. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of ConAgra. All certificates surrendered to ConAgra, or its agent, for transfer shall be canceled and a new certificate shall be issued only after the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to ConAgra as the Board of Directors may prescribe. Section 2. Transfer of Shares. Transfer of shares of ConAgra shall be made only on the stock transfer books of ConAgra by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney authorized by power of attorney duly executed and filed with the transfer agent of ConAgra, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of ConAgra shall be deemed by ConAgra to be the owner thereof for all purposes. Section 3. Fraction Shares. No fractional shares of stock of ConAgra shall be transferred, issued, or reissued. Section 4. Charge for Certificates. ConAgra may invoke a charge approximately equal to the cost of issuing a stock certificate for each certificate of stock to be issued or reissued in excess of the minimum number of certificates required, if the number of certificates requested by a stockholder is deemed by the Secretary to be unreasonable. ARTICLE VII INDEMNIFICATION Section 1. Actions by Others. ConAgra shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of ConAgra) by reason of the fact that he is or was a director, officer, employee or agent of ConAgra, or is or was serving at the request of ConAgra as a director, officer, employee or agent of ConAgra, or is or was serving at the request of ConAgra as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including 10 attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of ConAgra, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was criminal. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of ConAgra, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was criminal. Section 2. Actions by or in the Right of ConAgra. ConAgra shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of ConAgra to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of ConAgra, or is or was serving at the request of ConAgra, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of ConAgra and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to ConAgra unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 3. Successful Defense. To the extent that a director, officer, employee or agent of ConAgra has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Specific Authorization. Any indemnification under Section 1 and 2 of this Article (unless ordered by a court) shall be made by ConAgra only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections 1 and 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Advance of Expenses. Expenses incurred by an elected officer or director in defending a civil or criminal action, suit or proceeding shall be paid by ConAgra in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or elected officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by ConAgra as authorized in this Article. Such expenses incurred by other officers, employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deem appropriate. 11 Section 6. Right of Indemnity Not Exclusive. The indemnification and advancement of expenses provided by or granted pursuant to the Certificate of Incorporation or these By-Laws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. Insurance. ConAgra may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of ConAgra, or is or was serving at the request of ConAgra as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not ConAgra would have the power to indemnify him against such liability under the provisions of this Article, Section 145 of the General Corporation Law of the State of Delaware, or otherwise. Section 8. Employee Benefit Plans. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of ConAgra" shall include any service as a director, officer, employee or agent of ConAgra which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of ConAgra" as referred to in this Article. Section 9. Invalidity of any Provisions of this Article. The invalidity or unenforceability of any provisions of this Article shall not affect the validity or enforceability of the remaining provisions of this Article. Section 10. Continuation of Indemnification. The indemnification and advancement of expenses, to the extent provided by or granted pursuant to this Article, these By-Laws, or the Certificate of Incorporation shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. All rights to indemnification provided by or granted pursuant to this Article, these By-Laws, or the Certificate of Incorporation shall be deemed to be a contract between ConAgra and each director, officer, employee, or agent of ConAgra who serves or served in such capacity at any time while this Article VII is in effect. Any repeal or modification of this Article VII shall not in any way diminish any rights to indemnification of such directors, officer, employee or agent, or the obligations of ConAgra arising hereunder. ARTICLE VIII FISCAL YEAR The fiscal year of ConAgra shall end on the last Sunday in May. 12 ARTICLE IX DIVIDENDS The Board of Directors may from time to time declare, and ConAgra may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation. ARTICLE X SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of ConAgra, Inc. on the outer edge, and the words, "Corporate Seal," in the center. ARTICLE XI WAIVER OF NOTICE Whenever any notice is required to be given to any stockholder or director of ConAgra under the provisions of these By-Laws or under the provisions of the Certificate of Incorporation or under the provisions of the laws of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XII AMENDMENTS These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. 13 EX-4.1 3 EXHIBIT 4.1 EXHIBIT 4.1 CERTIFICATE OF ADJUSTMENT This is to certify pursuant to Section 12 of the Rights Agreement, dated as of July 12, 1996, as amended (the "Rights Agreement"), between ConAgra, Inc., a Delaware corporation (the "Company") and Chase Mellon Shareholder Services, L.L.C., as Rights Agent, that: I. Statement of Facts. At its July 11, 1997 meeting, the Company's Board of Directors declared a two-for-one split of the shares of common stock, par value $5.00 per share, of the Company (the "Common Stock"), to be effected in the form of a stock dividend (the "Distribution") on October 1, 1997 to holders of record of the Common Stock on September 5, 1997. II. Adjustments Pursuant to the Rights Agreement. Pursuant to the provisions of the Sections 11(n) of the Rights Agreement effective, as of October 1, 1997, the Right associated with each share of Common Stock is hereby adjusted so that one-half Right shall be associated with each share of Common Stock outstanding immediately after the Distribution. Dated this 1st day of October, 1997. CONAGRA, INC. By: /s/ J. P. O'Donnell ___________________________ Name: J. P. O'Donnell Title: Executive Vice President, Chief Financial Officer Corporate Secretary 1 EX-12 4 EXHIBIT 12 EXHIBIT 12 CONAGRA, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) THIRTEEN WEEKS ENDED AUGUST 24, 1997 --------------- Fixed charges Interest expense $ 90.7 Capitalized interest 3.5 Interest in cost of goods sold 3.3 One third of non-cancellable lease rent 9.7 -------- Total fixed charges (A) $ 107.2 ======== Earnings Pretax income $ 182.0 Add fixed charges 107.2 Less capitalized interest (3.5) Earnings and fixed charges (B) $ 285.7 ======== Ratio of earnings to fixed charges (B/A) 2.7 For the purpose of computing the above ratio of earnings to fixed charges, earnings consist of income before taxes and fixed charges. Fixed charges, for the purpose of computing earnings, are adjusted to exclude interest capitalized. Fixed charges include interest on both long and short-term debt (whether said interest is expensed or capitalized and including interest charged to cost of goods sold), and a portion of noncancellable rental expense representative of the interest factor. The ratio is computed using the amounts for ConAgra as a whole, including its majority-owned subsidiaries, whether or not consolidated, and its proportionate share of any 50% owned subsidiaries, whether or not ConAgra guarantees obligations of these subsidiaries. 1 EX-27 5 EXHIBIT 27
5 1,000 3-MOS MAY-31-1998 MAY-26-1997 AUG-24-1997 26000 0 2450100 72800 3624300 6443600 5272900 2065300 12445700 6286200 2322200 0 525000 2531200 137800 12445700 6140400 6140400 5298400 5298400 586900 0 73100 182000 71900 110100 0 0 0 110100 0.24 0
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