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<SEC-DOCUMENT>0000900440-02-000038.txt : 20021004
<SEC-HEADER>0000900440-02-000038.hdr.sgml : 20021004
<ACCEPTANCE-DATETIME>20021004125223
ACCESSION NUMBER:		0000900440-02-000038
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020919
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021004

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07275
		FILM NUMBER:		02781751

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

	MAIL ADDRESS:	
		STREET 1:		ONE CONAGRA DRIVE
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEBRASKA CONSOLIDATED MILLS CO
		DATE OF NAME CHANGE:	19721201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONAGRA INC /DE/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>item2razor.txt
<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 19, 2002
                Date of Report (Date of earliest event reported)



                               ConAgra Foods, 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 2.  Acquisition or Disposition of Assets.

     On September 19, 2002,  ConAgra Foods,  Inc.  ("ConAgra Foods") completed a
transaction  whereby it sold its fresh beef and pork  businesses  to Swift Foods
Company ("Swift Foods"), a venture 54% owned by HMTF Rawhide, L.P. and 46% owned
by ConAgra Foods. HMTF Rawhide,  L.P. is a limited  partnership formed by Hicks,
Muse, Tate & Furst Incorporated ("Hicks Muse") and Greeley Investments,  LLC (an
affiliate of George N. Gillett,  Jr.). The transaction was completed pursuant to
an agreement,  dated as of May 20, 2002, by and among ConAgra Foods, Inc., Swift
Foods  (formerly  S & C Holdco,  Inc.) and HMTF  Rawhide,  L.P.,  as  amended by
amendment  no. 1, dated as of July 3,  2002,  and  amendment  no. 2, dated as of
September 3, 2002.

         On September 19, 2002, in connection with the closing of the
transaction, ConAgra Foods received:

         - $766 million in cash;
         - a 46% equity interest in Swift Foods valued at $150 million;
         - a $30 million 8% secured promissory note issued by Monfort Finance
           Company, Inc., the cattle feeding business of Swift Foods;
         - $262 million payable by the cattle feeding business of Swift Foods to
           ConAgra Foods pursuant to a secured line of credit carrying an
           interest rate of LIBOR plus 3.5%; and
         - $150 million subordinated promissory note payable by S&C Holdco 2, a
           subsidiary of Swifts Foods, maturing in seven and one-half years,
           with paid-in-kind interest accruing at 8% for the first five years,
           9% in the sixth year and 10% thereafter.

The amount of consideration received was equivalent to the estimated book value
of the business on September 19, 2002, and is subject to post-closing
adjustments. ConAgra Foods also purchased $150 million of 12.5% senior
subordinated notes issued by Swift & Company, a subsidiary of Swift Foods, as
part of the transaction, which effectively reduced the amount of cash received.

         ConAgra Foods entered into a stockholders agreement with Hicks Muse and
Swift Foods as part of the transaction. The agreement provides for the election
of directors, registration rights, restrictions on transfer and other rights
regarding the sale of Swift Foods common stock, the sale of the Swift Foods
cattle feeding business and a right of ConAgra Foods to force the sale of Swift
Foods after five years.

         The parties entered into a market-based preferred supplier agreement
pursuant to which for an initial term of seven years, Swift & Company will
supply fresh beef and pork products at fair market prices based on prior pricing
practices between ConAgra Foods and its fresh beef and pork processing
businesses. Additionally, pursuant to the revolving credit agreement referenced
above, the secured line of credit limit is $350 million, with principal paid to
ConAgra Foods as cattle and assets are sold, and bearing floating rate interest
payable monthly.



<PAGE>


Item 7.  Financial Statements and Exhibits.

(b)      Pro forma Financial Information

              The unaudited pro forma combined condensed financial statements,
              which give effect to the disposition by ConAgra Foods of it fresh
              beef and pork business for the year ended May 26, 2002 are
              attached as Exhibit 99.1.

(c)      Exhibits

          2.1  Agreement,  dated as of May 20, 2002, by and among ConAgra Foods,
               Inc., Swift Foods Company (formerly S & C Holdco,  Inc.) and HMTF
               Rawhide,  L.P.,  incorporated  by  reference  to  Exhibit  2.1 of
               ConAgra Foods' current report on Form 8-K dated May 21, 2002.

          2.2  Amendment  No. 1, dated as of July 3, 2002,  and Amendment No. 2,
               dated as of September 3, 2002, to Agreement,  dated as of May 20,
               2002,  incorporated by reference to Exhibit 2.1 of ConAgra Foods'
               current report on Form 8-K dated September 3, 2002.

          99.1 The unaudited pro forma combined condensed financial  statements,
               which give effect to the disposition by ConAgra Foods of it fresh
               beef and pork business for the year ended May 26, 2002.



<PAGE>





                                   SIGNATURES


         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 FOODS, INC.


Date:  October 4, 2002                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

2.1  Agreement,  dated as of May 20, 2002,  by and among  ConAgra
     Foods,  Inc., Swift Foods Company (formerly S & C Holdco,  Inc.)
     and HMTF Rawhide,  L.P., incorporated  by reference to Exhibit
     2.1 of ConAgra  Foods' current report on Form 8-K dated May 21,
     2002.

2.2  Amendment No. 1, dated as of July 3, 2002, and Amendment No. 2,
     dated as of September 3, 2002, to Agreement,  dated as of May 20,
     2002, incorporated by reference to Exhibit 2.1 of ConAgra Foods'
     current report on Form 8-K dated September 3, 2002.

99.1 The unaudited pro forma combined condensed financial statements,
     which give effect  to the  disposition  by  ConAgra  Foods of it
     fresh  beef and pork business for the year ended May 26, 2002.......



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>proformas.txt
<TEXT>
                                                                    Exhibit 99.1

           UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

         The following unaudited pro forma combined condensed financial
statements give effect to ConAgra Foods, Inc.'s ("ConAgra Foods" or the
"company") sale of a controlling interest in its fresh beef and pork operations
to Swift Foods Company, a venture led by Hicks, Muse, Tate & Furst Incorporated
and Greeley Investments, LLC (an affiliate of George N. Gillett, Jr.), on
September 19, 2002, after giving effect to the pro forma adjustments described
in the accompanying notes.

     The unaudited pro forma combined condensed financial statements are derived
from the company's historical  consolidated financial statements.  The unaudited
pro forma combined  condensed  statements of earnings give effect to the sale as
if it had  occurred  at  the  beginning  of the  period  presented  and  exclude
non-recurring  direct transaction costs which are expected to be incurred by the
company  of  approximately  $.03 to $.04 per  share.  The  unaudited  pro  forma
combined  condensed balance sheet gives effect to the sale as if it had occurred
on May 26, 2002.

         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 sale had been in effect on the dates indicated, nor is it necessarily
indicative of future operating results or financial position of the company. The
unaudited pro forma combined condensed financial statements should be read in
conjunction with the consolidated financial statements and related notes
included in the company's annual report on Form 10-K for the year ended May 26,
2002.








<PAGE>


                               CONAGRA FOODS, INC.
               Pro Forma Combined Condensed Statement of Earnings
                         For the Year-Ended May 26, 2002
                                   (Unaudited)
                  (Amounts in Millions, Except Per Share Data)

<TABLE>
<S>                       <C>                  <C>                      <C>
                          ConAgra Foods        Elimination of                      Pro Forma
                          Historical (1)       Businesses Sold (2)      --------------------------------

                                                                                            As
                                                                       Adjustments(3)    Adjusted(5)
Net sales.................. $27,629.6             ($7,732.9)                  $ --           $19,896.7

Costs and expenses:
  Cost of goods sold.......  23,536.5              (7,432.6)                    --            16,103.9
  Selling, general and
administrative expenses....   2,423.4                (106.7)                  (30.5)           2,286.2
  Interest expense ........     401.5                  (1.8)                  (49.7)             350.0
                            ----------           ------------                  ----              -----
                             26,361.4              (7,541.1)                  (80.2)          18,740.1
                            ----------           ------------                 ------          --------

Income before income taxes..  1,268.2                (191.8)                   80.2            1,156.6
Income taxes................    483.2                 (69.0)                   18.9              433.1
                            ----------           ------------                 ------          --------
Income before cumulative
  effect of change in           785.0                (122.8)                   61.3              723.5
  accounting

Cumulative effect of change in
accounting                       (2.0)                 --                       --                (2.0)
                                 -----                 --                       --                -----

Net income                    $ 783.0               ($122.8)                 $ 61.3            $ 721.5
                              =======               ========                 ======            =======

Earnings per share - basic:   $  1.48                                                          $  1.36
                              =======                                                          =======

Earnings per share - diluted: $  1.47                                                          $  1.35
                              =======                                                          =======

                           See notes to unaudited pro forma combined condensed financial statements.
</TABLE>


<PAGE>


                               CONAGRA FOODS, INC.
                   Pro Forma Combined Condensed Balance Sheet
                                  May 26, 2002
                                   (Unaudited)
                    (Amounts in Millions, Except Share Data)
<TABLE>
<S>                                      <C>                  <C>                        <C>
                                         ConAgra Foods        Elimination of                         Pro Forma
               ASSETS                    Historical (1)       Businesses Sold (2)        Adjustments(4)    As Adjusted

Current assets
  Cash and cash equivalents.......       $    157.9             $  --                     $  602.1         $  760.0
  Receivables, net................          1,393.6              (273.2)                        --          1,120.4
  Inventories.....................          4,304.7              (682.5)                        --          3,622.2
  Other current assets............            577.7               (20.6)                                      557.1
                                        ------------          -----------                       --
    Total current assets..........          6,433.9              (976.3)                     602.1          6,059.7
                                        ------------          -----------                    -----          -------
Property, plant and equipment, net          3,893.9              (553.1)                        --          3,340.8
Brands, trademarks and goodwill, net        4,747.6               (76.2)                        --          4,671.4
Other assets......................            420.8               (13.7)                     766.1          1,173.2
                                        ------------         ------------               ----------        ---------
                                          $15,496.2           $(1,619.3)                 $ 1,368.2     $   15,245.1
                                           =========           ==========                =========     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable...................        $    30.9           $     --                   $      --          $  30.9
  Current installments of long-term
     debt.........................            209.0                 --                          --            209.0
  Accounts payable................          2,165.3              (228.8)                        --          1,936.5
  Other accrued liabilities.......          1,908.2               (72.3)                      50.0          1,885.9
                                           --------              -------                 ---------
    Total current liabilities.....          4,313.4              (301.1)                      50.0          4,062.3
                                          -----------           ---------                  -------         ---------

Senior long-term debt, excluding
  current installments............          4,991.6                  --                         --          4,991.6
Other non-current liabilities.....            955.9                  --                         --            955.9
Subordinated debt.................            752.1                  --                         --            752.1
Preferred securities of subsidiary
  company.........................            175.0                  --                         --            175.0


  Total common stockholders' equity         4,308.2            (1,318.2)                  1,318.2           4,308.2
                                         -----------        ------------                  -------           -------
                                          $15,496.2           $(1,619.3)              $   1,368.2        $ 15,245.1
                                               =========           ==========             =======        ==========


                           See notes to unaudited pro forma combined condensed financial statements.
</TABLE>

<PAGE>


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


         On September 19, 2002, ConAgra Foods, Inc. sold a controlling interest
in its fresh beef and pork businesses to Swift Foods Company ("Swift"), a
venture controlled by Hicks, Muse, Tate & Furst Incorporated and Greeley
Investments, LLC (an affiliate of George N. Gillett, Jr.). The aggregate
consideration received by ConAgra Foods at September 19, 2002 was equal to the
adjusted net book value (subject to post-closing adjustments) of the businesses
sold and consisted of approximately $766 million in cash, a $150 million equity
interest in Swift, $180 million in promissory notes from subsidiaries of Swift,
and $262 million in advances to the domestic cattle feeding business under a
$350 million credit line. ConAgra Foods, Inc. also purchased $150 million senior
subordinated notes from a subsidiary of Swift, as part of the transaction. The
unaudited pro forma combined condensed financial statements are based on the
following:

1.   The historical  consolidated financial statements of ConAgra Foods, Inc. as
     of and for the year ended May 26, 2002.

2.   The  elimination of the assets,  liabilities  and operating  results of the
     businesses sold.

3.   The unaudited pro forma statement of earnings adjustments reflecting:

     a.   The  company's  equity in earnings of $30.5  million for the venture's
          operations based on its 46% ownership interest.

     b.   A  reduction  in net  interest  expense  relating  to (i) the  assumed
          repayment of short-term  borrowing with the cash proceeds  received in
          the transaction at the company's weighted average short-term  interest
          rate  of  3.2%,  (ii)  interest  income  on  the  $180  million  of 8%
          promissory  notes,  (iii)  interest  income on the $150 million  12.5%
          senior  subordinated note and (iv) net interest income on the domestic
          cattle feeding credit line as follows:

              Reduction in interest expense $19.4 Increase in interest income:
                  Promissory notes                                   14.4
                  Senior subordinated notes                           9.4
                  Cattle feeding credit line                          6.5
                                                                   ------
                                                                    $49.7

          The company has the ability to sell or dispose of its  interest in the
          $150 senior  subordinated  notes  after a  six-month  period and, as a
          result,  has only  reflected  interest  income on these notes for that
          period of time.

     c.   The tax effects of the taxable  adjustments at an estimated  effective
          tax rate of 38%.

4.   The unaudited pro forma balance sheet adjustments are as follows:

                  Actual cash received on September 19, 2002  $ 765.7
                  Purchased senior subordinated notes          (150.0)
                  Increase in book value from May 26, 2002
                     to Sept. 19, 2002 (a)                      (13.6)
                                                                ------
                  Pro forma net cash received as of
                     May 26, 2002                             $ 602.1
                  Other assets:
                  Equity investment                             150.0
                  Promissory notes receivable                   150.0
                  Senior subordinated notes receivable          150.0
                  Cattle feeding assets sold (b)                316.1     766.1
                                                                ------    (50.0)
                  Cattle feeding liabilities sold (b)                    -------

         Net adjustments                                               $1,318.2

          (a)  Actual cash  received  is based on  estimated  adjusted  net book
               value (subject to  post-closing  adjustments) as of September 19,
               2002. Pro forma cash received is based on a closing balance sheet
               date of May 26, 2002.

          (b)  The company will continue to finance the domestic  cattle feeding
               operations with a secured credit line of up to $350 million and a
               $30 million  promissory note.  Accordingly,  although the company
               has  legally   divested  this   operation,   in  accordance  with
               applicable  accounting  literature  the company will  continue to
               include the assets and liabilities of the cattle feeding business
               within its  consolidated  balance sheet.  The notes receivable to
               ConAgra Foods,  Inc. relating to the cattle feeding financing are
               therefore  reflected  as the net  assets  of the  cattle  feeding
               operations. The cattle feeding assets and liabilities included in
               the  adjustments  table  reflect  the net assets of the  domestic
               cattle feeding operations as of the pro forma acquisition date of
               May 26, 2002.

5.   The unaudited pro forma combined  condensed  financial  statements  exclude
     non-recurring  direct  transaction  costs  expected  to be  incurred by the
     company of approximately $.03 - $.04 per share.

6.   The pro forma ratio of earnings to fixed charges for the year ended May 26,
     2002 is as follows:

         Fixed Charges as Defined:
           Interest expense                                  $   416.1
           Capitalized interest                                    5.7
           Interest in cost of goods sold                         20.6
           Preferred distributions of subsidiary                  25.1
            One third of non-cancelable lease rent                43.1
                                                              ----------
            Total fixed charges (A)                          $   510.6
                                                               =========

          Earnings as Defined:
            Pretax income after elimination of undistributed
              earnings of equity method investees             $1,109.1

            Add fixed charges                                    510.6
            Less capitalized interest                             (5.7)
                                                             ------------

            Earnings and fixed charges (B)                    $1,614
                                                              ========

            Ratio of earnings to fixed charges (B/A)               3.2

7.   The following is certain pro forma  financial  information  for fiscal 2002
     with  respect  to the  impact  of the  transaction  on the  company's  Meat
     Processing reporting segment.

<TABLE>
<S>                          <C>                    <C>                     <C>
                             Meat Processing        Elimination of                  Pro Forma
                             Historical             Businesses Sold         Adjustments     As Adjusted

Net Sales                    $    10,023.5           $   (7,732.9)          $    --         $    2,290.6

Operating Profit (a)         $       269.3           $     (192.3)          $    30.5       $      107.5

(a) Operating profit is profit before interest, goodwill amortization, general
corporate expense and income taxes.
</TABLE>



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