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<SEC-DOCUMENT>/in/edgar/work/20000905/0000900440-00-000049/0000900440-00-000049.txt : 20000922
<SEC-HEADER>0000900440-00-000049.hdr.sgml : 20000922
ACCESSION NUMBER:		0000900440-00-000049
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000905
ITEM INFORMATION:		
FILED AS OF DATE:		20000905

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONAGRA INC /DE/
		CENTRAL INDEX KEY:			0000023217
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2011
]		IRS NUMBER:				470248710
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-07275
			FILM NUMBER:		716857
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ONE CONAGRA DR
				CITY:			OMAHA
				STATE:			NE
				ZIP:			68102
				BUSINESS PHONE:		4025954000
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
					DATE OF NAME CHANGE:	19721201
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>


                       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


                               September 5, 2000
                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


<PAGE>


Item 5.  Other Events.

         On  August  24,  2000,  ConAgra,  Inc.,  a  Delaware  corporation,  and
International  Home Foods,  Inc., a Delaware  corporation,  consummated a merger
whereby  International Home Foods merged with and into a wholly owned subsidiary
of ConAgra  pursuant  to an  Agreement  and Plan of Merger  dated as of June 22,
2000.

         ConAgra filed a Current  Report on Form 8-K dated August 24, 2000 which
included the unaudited pro forma  information  giving effect to the merger under
the  purchase method of accounting, based upon the period presented by ConAgra's
then  filed  financial statements, including ConAgra's fiscal year ended May 30,
1999, the period required by Item 7 of Form 8-K.  ConAgra subsequently filed its
Form  10-K  for  the  fiscal  year ended May 28, 2000 and is filing this Current
Report  on  Form  8-K  with  additional  unaudited  pro forma combined condensed
financial  statements, attached hereto as Exhibit 99.1, which give effect to the
merger  based  upon  the  period  presented, ConAgra's fiscal year ended May 28,
2000.

Item 7.  Financial Statements and Exhibits.

         99.1     Pro forma financial information.






<PAGE>


                                    SIGNATURE

         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.

September 5, 2000
                                         By: /s/ James P. O'Donnell
                                         Name:  James P. O'Donnell
                                         Title:     Executive Vice President,
                                                    Chief Financial Officer
                                                    and Corporate Secretary


<PAGE>


                                  EXHIBIT INDEX


Exhibit                 Description                                         Page

 99.1     Pro forma financial information ...................................


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRO FORMA FINANCIAL INFORMATION
<TEXT>


Exhibit 99.1

           UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

         The  following   unaudited  pro  forma  combined  condensed   financial
statements give effect to the merger of International  Home Foods, Inc. with and
into a wholly  owned  subsidiary  of ConAgra,  Inc. on August 24, 2000 using the
purchase method of accounting,  after giving effect to the pro forma adjustments
described in the accompanying  notes. The unaudited pro forma combined condensed
financial  statements  should  be read  in  conjunction  with  the  audited  and
unaudited historical  consolidated financial statements and notes of ConAgra and
International Home Foods.

         The unaudited pro forma combined condensed  statements of earnings give
effect to the  merger  as if it had  occurred  at the  beginning  of the  period
presented.  ConAgra's fiscal year ended on May 28, 2000 and  International  Home
Foods' fiscal year ended on December 31, 1999.  The unaudited pro forma combined
condensed  statements  of earnings  for the year ended May 28, 2000  combine the
historical  consolidated  statement  of  earnings of ConAgra  with the  recasted
unaudited  consolidated  statement of income of International Home Foods for the
twelve-month  period  ended  June 30,  2000.  For  purposes  of  presenting  the
unaudited pro forma combined condensed statement of earnings, International Home
Foods'  fiscal  year has  been  recasted  to June 30,  2000,  by  including  the
unaudited reported financial  statements for the quarter ended June 30, 2000 and
the  three  previous  quarters  ended  March 31,  2000,  December  31,  1999 and
September 30, 1999.  The unaudited pro forma  combined  condensed  balance sheet
gives  effect to the merger as if it had  occurred on May 28, 2000 and  combines
ConAgra's  consolidated balance sheet as of May 28, 2000 with International Home
Foods' consolidated balance sheet as of June 30, 2000.

         The unaudited pro forma adjustments described in the accompanying notes
are based upon  preliminary  estimates and  assumptions  that the managements of
ConAgra  and  International  Home Foods  believe are  reasonable.  The pro forma
adjustments are based on the  information and assumptions  available at the time
of the  merger.  The  purchase  price  allocation  will be  completed  after the
finalization of asset and liability valuations. The unaudited pro forma combined
condensed financial statements are presented for illustrative  purposes only and
do not purport to be indicative of the operating  results or financial  position
that would have actually  occurred if the merger had been in effect on the dates
indicated,  nor is it  necessarily  indicative  of future  operating  results or
financial  position of the merged  companies.  The unaudited pro forma  combined
condensed financial  statements do not give effect to any potential cost savings
or  other  operating  efficiencies  that  ConAgra  expects  to  result  from the
transaction.


<PAGE>


                                  CONAGRA, INC.
                         INTERNATIONAL HOME FOODS, INC.
               Pro Forma Combined Condensed Statement of Earnings
                         For the Year-Ended May 28, 2000
                                   (Unaudited)
                  (Amounts in Millions, Except Per Share Data)

<TABLE>
<S>                                    <C>                 <C>                         <C>               <C>
                                            ConAgra        International Home Foods
                                       Fiscal Year Ended          Fiscal Year                    Pro Forma
                                                                     Ended             -----------------------------
                                        May 28, 2000(1)        June 30, 2000(2)        Adjustments(5)    Combined(7)
                                        ------------           -------------           -----------       --------
Net Sales.........................          $25,385.8               $2,209.7              ($375.6)       $27,219.9

Costs and Expenses:
  Cost of goods sold..............           21,205.9                1,150.8                    --        22,356.7
  Selling, general and administrative         2,888.2                  762.6               (336.9)         3,313.9
     expenses.....................
  Interest expense................              303.4                   99.9                 46.2            449.5
  Restructuring/Impairment charges              322.2                                          --            322.2
                                                -----                  -----                -----        ---------
                                             24,719.7                2,013.3               (290.7)        26,442.3
                                             --------                -------               -------        --------

Income before income taxes........              666.1                  196.4                (84.9)           777.6
Income taxes......................              253.1                   96.1                (17.6)           331.6
                                                -----                   ----               -------      ----------

Net Income .......................            $ 413.0                $ 100.3               ($67.3)         $ 446.0
                                              =======                =======               =======         =======

Income per share - basic(6):                   $  .87                $  1.36                               $  .86
                                               ======                =======                               ======

Income per share - diluted(6):                 $  .86                $  1.32                               $  .85
                                               ======                =======                               ======
</TABLE>

    See notes to unaudited pro forma combined condensed financial statements.


<PAGE>


                                  CONAGRA, INC.
                         INTERNATIONAL HOME FOODS, INC.
                   Pro Forma Combined Condensed Balance Sheet
                                   (Unaudited)
                    (Amounts in Millions, Except Share Data)

<TABLE>
<S>                                     <C>                 <C>                         <C>                <C>
               ASSETS                       ConAgra         International Home Foods              Pro Forma
                                        May 28, 2000(1)         June 30, 2000(2)        Adjustments(4)     Combined
                                        ------------            -------------           -----------        --------
Current assets
  Cash and cash equivalents.......            $    157.6              $  15.4                 $ --         $  173.0
  Receivables, net................               1,606.8                173.8                   --          1,780.6
  Inventories.....................               3,787.3                275.3                   --          4,062.6
  Other current assets............                 414.8                 52.2                   --            467.0
                                            ------------                 ----                   --          -------
    Total current assets..........               5,966.5                516.7                   --          6,483.2
                                             -----------                -----                   --          -------
Property, plant and equipment, net               3,584.0                316.0                   --          3,900.0
Brands, trademarks and goodwill, net             2,366.0                431.0              1,547.7          4,344.7
Other assets......................                 379.3                263.7                 18.0            661.9
                                            ------------                -----                -----          -------
                                               $12,295.8             $1,527.4            $ 1,566.6        $15,389.8
                                               =========             ========            =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable...................              $1,255.5                $  --                 $ --         $1,255.5
  Revolving credit facility ......                   --                  85.2                   --             85.2
  Current installments of long-term
     debt.........................                  20.6                 83.2                   --            103.8
  Accounts payable................               2,044.6                 70.6                (18.9)         2,096.3
  Advance on sales................                 888.7                   --                   --            888.7
  Other accrued liabilities.......               1,279.8                 96.9                   --          1,376.7
                                             -----------                -----                 ----          -------
    Total current liabilities.....               5,489.2                335.9                (18.9)         5,806.2
                                             -----------                -----                -----          -------
Senior long-term debt, excluding
  current installments............               1,816.8                962.7                909.6          3,689.1
Other non-current liabilities.....                 750.7                 28.8                   --            779.5
Subordinated debt.................                 750.0                   --                   --            750.0
Preferred securities of subsidiary
  company.........................                 525.0                   --                   --            525.0

Common stockholders' equity
  Common stock ...................               2,620.7                   .8                204.3          2,825.8
  Additional paid-in capital......                 147.5                 66.4                604.4            818.3
  Retained earnings...............               1,420.7                193.4               (193.4)         1,420.7
  Accumulated other
    comprehensive loss ...........                (103.1)               (3.4)                  3.4           (103.1)
  Treasury stock, at cost.........                (760.2)              (57.2)                 57.2           (760.2)
                                            -------------              ------               ------          -------
                                                 3,325.6                200.0                675.9          4,201.5
Less unearned restricted stock and
   common shares held in
  Employee Equity Fund............                (361.5)                  --                   --           (361.5)
                                            -------------               -----                  ---           -------
  Total common shareholders' equity              2,964.1                200.0                675.9          3,840.0
                                             -----------                -----                -----          -------
                                               $12,295.8             $1,527.4            $ 1,566.6       $ 15,389.8
                                               =========             ========            =========       ==========
</TABLE>

    See notes to unaudited pro forma combined condensed financial statements.


<PAGE>


                                  CONAGRA, INC.
                         INTERNATIONAL HOME FOODS, INC.
      Notes to Unaudited Pro Forma Combined Condensed Financial Statements
                  (Amounts in Millions, Except Per Share Data)

         On August 24, 2000,  ConAgra acquired all of the issued and outstanding
shares  of common  stock and stock  options  of  International  Home  Foods in a
transaction  accounted  for  as a  purchase  business  combination.  The  assets
acquired  and  liabilities  assumed  will be assigned a portion of the  purchase
price equal to their  respective  fair  market  values at August 24,  2000.  The
unaudited pro forma  combined  condensed  financial  statements are based on the
following:

1.  The historical consolidated financial statements of ConAgra.

2.  The  historical  consolidated  financial  statements  of  International Home
    Foods' recasted for the twelve-month period ended June 30, 2000.

3.  a. The consideration paid for International Home Foods common stock was $22,
       consisting  of  $11  in  cash and a fraction of a share of ConAgra common
       stock  valued  at  $11 per share.  The common stock portion of the merger
       consideration is calculated as follows:

       International Home Foods common stock outstanding
        at August 24, 2000                                                74.985

       Exchange ratio                                                    0.54692
                                                                         -------
       ConAgra common stock to be issued in exchange
        for International Home Foods common stock                         41.011

       Average price of ConAgra common stock                             $20.113
                                                                         -------
       Total common stock consideration                                   $824.8
                                                                          ======

       The  exchange  ratio  of  .54692  shares of ConAgra common stock for each
       share of International Home Foods common stock outstanding was determined
       by dividing $11 by ConAgra's average closing price of $20.113 as provided
       for  in  the  merger agreement.  The exchange ratio was determined by the
       average  closing  price of ConAgra's common stock on the ten trading days
       ending on the fifth full trading day immediately preceding the merger.

    b. ConAgra issued approximately 5.0 million ConAgra common stock options and
       paid  approximately  $49.8  million  in  cash  in exchange for all of the
       International Home Foods outstanding stock options.

    c. The  cash portion of the purchase price, including transaction costs, was
       provided  by  increased  borrowings  of ConAgra under its existing credit
       facilities.  In  addition,  ConAgra intends to replace International Home
       Foods   credit  facilities  and  long-term  debt  with  borrowings  under
       ConAgra's credit facilities and other long-term debt.


<PAGE>


4.  The  pro  forma  balance  sheet  adjustments  to  reflect  the effect of the
    acquisition accounted for as a purchase business combination are as follows:

    Consideration:
     Value of ConAgra common stock                                      $  824.8
     Value of ConAgra common stock options                                  51.1
     Cash issued for common stock and stock options                        874.6
     Transaction costs                                                      35.0
                                                                        --------
    Total consideration                                                  1,785.5
    Net assets acquired                                                    200.0
                                                                        --------
                                                                         1,585.5
    Preliminary Allocation:
     Deferred income taxes                                                  37.8
                                                                        --------
     Excess of purchase price over net assets acquired                  $1,547.7
                                                                        ========

    ConAgra expects  to  allocate  a portion of the purchase price to buildings,
    machinery  and  equipment  and other identifiable assets. The purchase price
    allocation  will  be completed after the finalization of asset and liability
    valuations.   In   connection  with  the  acquisition,  ConAgra  expects  to
    consolidate  certain plants and will include the associated costs as part of
    the  purchase  price  allocation.   ConAgra's   management has not currently
    completed its assessment of such activities.

5.  The pro forma statement of earnings adjustments are as follows:

    a.  Provide depreciation and amortization of the fair values assigned to all
        identifiable tangible and intangible assets.  The excess of the purchase
        price  over  the net assets acquired has preliminarily been allocated to
        nondeductible  goodwill  and  is being amortized using the straight-line
        method over 40 years.

        ConAgra  expects  to  allocate  a  portion  of  the  purchase  price  to
        buildings,   machinery   and  equipment  and  other  intangible  assets,
        including  brands.  Assuming these assets had a weighted average life of
        20  years, for each $100.0 million allocated to buildings, machinery and
        equipment or other intangible assets, pro forma operating expenses would
        increase by $3.5 million and pro forma net income would decrease by $1.6
        million.

    b.  Reclassification  of  International Home Foods' trade promotion expenses
        from  selling,  general  and  administrative  expenses  to  net sales to
        conform to ConAgra's presentation.

    c.  Adjust  interest  expense  relating  to  (1) additional borrowings under
        ConAgra's credit facilities of approximately $909.6 million for the cash
        portion  of  the purchase price and approximately $746.1 million for the
        repayment  of  International  Home Foods credit facilities at an assumed
        interest  rate  of 6.85% and (2) additional long-term borrowings of $385
        million  at  8.5%  for  the  repayment  of International Home Foods $385
        million 10.375% Senior Secured Notes as follows:

        Interest expense on credit facilities                            $113.3
        Interest expense on long-term borrowings                           32.7
        IHF historical interest expense                                   (99.8)
                                                                          ------
            Net adjustment                                                $46.2
                                                                          =====

<PAGE>


        A .125% change in the interest rate on the new indebtedness would change
        annual interest expense by approximately $2.6 million.

    d.  Change  in  income  tax   expense/benefit  as  a  result  of  pro  forma
        adjustments which affect taxable income.  No pro forma income taxes have
        currently   been   provided   on  the  portion  of  the  purchase  price
        preliminarily allocated to non-deductible goodwill.

6.  The pro forma weighted average shares outstanding for the year ended May 28,
    2000 are as follows:

    Basic:
     Historical shares outstanding                                       475.7
     Shares issued                                                        41.0
                                                                         -----
                                                                         516.7
                                                                         =====
     Diluted:
     Historical shares and share equivalents                             478.6
      outstanding
     Shares issued                                                        41.0
     Effect of options assumed                                             2.8
                                                                         -----
                                                                         522.4
                                                                         =====

7.  ConAgra's financial data for fiscal 2000 includes restructuring plan charges
    of  $621.4  million  before  tax  ($385.3   million  after  tax).  If  these
    restructuring plan charges were excluded, unaudited pro forma basic earnings
    per  share  for  fiscal  2000 would be $1.61 and unaudited pro forma diluted
    earnings per share would be $1.59.

8.  The  pro forma ratio of earnings to fixed charges for the year ended May 28,
    2000 is as follows:

    Fixed Charges as Defined:
     Interest expense                                                  $  497.4
     Capitalized interest                                                   5.5
     Interest in cost of goods sold                                        31.4
     Preferred distributions of subsidiary                                 43.0
     One third of non-cancelable lease rent                                35.2
                                                                        -------
     Total fixed charges (A)                                           $  612.5
                                                                        =======
    Earnings as Defined:
     Pretax income after elimination of undistributed
      earnings of equity method investees                              $  765.6

     Add fixed charges                                                    612.5
     Less capitalized interest                                             (5.5)
                                                                       --------
     Earnings and fixed charges (B)                                    $1,372.6
                                                                       ========
     Ratio of earnings to fixed charges (B/A)                               2.2


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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