SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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.
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.
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
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Name: James P. O'Donnell
Title: Executive Vice President,
Chief Financial Officer and
Corporate Secretary
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.......