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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended October 28, 1995, Commission File No. 1-2402
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0319970
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1 Hormel Place
Austin, Minnesota 55912-3680
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code (507) 437-5737
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, $.1172 Par Value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
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, and (2) has been subject to
such filing requirements for the past 90 days. Yes X No_____
State the aggregate market value of the voting stock held by non-
affiliates of the registrant as of December 1, 1995.
Common Stock - $1,063,358,863
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date covered by
this report.
Common Stock, $.1172 Par Value-76,715,531 shares at December 1,
1995
Common Stock Non-Voting, $.01 Par Value-0 shares at December 1,
1995
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders' Report for the year ended October
28, 1995, are incorporated by reference into Part II and included as a
separate section in the electronic filing to the SEC.
Portions of the proxy statement for the Annual Meeting of the
Stockholders to be held January 30, 1996, are incorporated by reference
into Part II and included as a separate section in the electronic
filing to the SEC.
PART I
Item 1. BUSINESS
General Development of Business
(a) Hormel Foods Corporation, a Delaware corporation, was founded
by George A. Hormel in 1891 in Austin, Minnesota as George A.
Hormel & Company. The Company started as a processor of meat
and food products and continues in this line of business. The
Company name was changed to Hormel Foods Corporation on
January 31, 1995. The parent company is primarily engaged in
the production of a variety of meat and food products and the
marketing of those products throughout the United States.
Although pork remains the major raw material for Hormel
products, the Company has emphasized for several years the
manufacture and distribution of branded, consumer packaged
items rather than the commodity fresh meat business closely
associated with the industry in the past. New product
introductions the past few years have emphasized a variety of
branded turkey products produced and sold under the Jennie-O
label and the fast growing ethnic food market with Chi-Chi's
line of Mexican foods, House of Tsang oriental sauces and
food products, and Mediterranean food products under the
Peloponnese and Melting Pot labels.
The Company's larger subsidiaries include Jennie-O Foods,
Inc.; Dubuque Foods, Inc.; Farm Fresh Catfish Company; Hormel
Foods International Corporation and Vista International
Packaging, Inc. Jennie-O, a Willmar, Minnesota based turkey
processor, was acquired in December 1986. Jennie-O markets
its products nationwide through its own sales force and
brokers, providing the Company with a significant presence in
this important, and growing segment of the industry.
Dubuque Foods, Inc. formerly named FDL Marketing, Inc. was
formed in 1985 to be the exclusive marketer of the production
of FDL Foods, Inc., a Dubuque, Iowa, meat packer. In July of
1993, the Company acquired through two subsidiaries, Dubuque
Foods, Inc. and Rochelle Foods, Inc., a portion of the assets
of FDL Foods. Dubuque Foods acquired the FDL Foods brands and
trademarks. Rochelle Foods acquired the FDL Foods
manufacturing operations at Rochelle, Illinois. FDL Foods has
a co-packing agreement to produce product for Dubuque Foods.
Farm Fresh Catfish Company, acquired in 1983, competes in the
seafood protein segment of the food industry. Farm Fresh
raises, slaughters and distributes farm raised catfish
primarily in the southeastern section of the United States
through a network of brokers.
The Company markets its products internationally through
Hormel Foods International Corporation. Hormel Foods
International has been increasing its presence in the
international marketplace through joint ventures and
placement of personnel in strategic foreign locations.
Joint ventures have been established in Mexico, China, and
Australia. Hormel International marketing and sales personnel
have been located in Hong Kong, England, Mexico and
Australia. Investment of personnel and capital in the foreign
segment of the business is expected to continue for the
foreseeable future.
Vista International Packaging, Inc. imports, customizes, and
distributes, a variety of natural and artificial casings for
the meat and food processing industry.
The Company has not been involved in any bankruptcy,
receivership or similar proceedings during its history.
Substantially all of the assets of the Company have been
acquired in the ordinary course of business.
The Company had no significant change in the type of products
produced or services rendered, nor in the markets or methods
of distribution since the beginning of the fiscal year.
Industry Segment
(b) Hormel Foods Corporation is engaged in a single industry
segment "Meat and Food Processing". The meat and food
processing industry is very competitive with respect to
price, marketing and customer service. In addition to meat
processing firms, the Company competes with consumer packaged
food manufacturers as well as seafood, poultry and vegetable
protein processors.
Description of Business
(c) The principal products of the Company are meat and food
products which are sold fresh, frozen, cured, smoked, cooked
and canned.
The percentage of total revenues contributed by classes of
similar products for the last three fiscal years of the
Company are as follows:
Year Ended
October October October
28,1995 29,1994 30,1993
Meat Products 54.4% 57.3% 57.0%
Prepared Foods 28.0 26.0 26.9
Poultry, Fish, Other 17.6 16.7 16.1
100.0% 100.0% 100.0%
Meat Products includes fresh meats, sausages, hams, wieners
and bacon. Prepared Foods products include canned luncheon
meats, shelf stable microwaveable entrees, stews, chilies,
hash, meat spreads and frozen processed products. Jennie-O
turkey and Farm Fresh catfish products are included in the
Poultry, Fish and Other category.
Hormel Foods has numerous trademarks and patents which are
important to the Company's business. Some of the trademarks
are registered and some are not. The more significant
trademarks are: HORMEL, BLACK LABEL, BY GEORGE, CURE 81,
CUREMASTER, DI LUSSO, DINTY MOORE, FRANK 'N STUFF, HOMELAND,
LAYOUT PACK, LIGHT & LEAN, LIGHT & LEAN 97, LITTLE SIZZLERS,
MARY KITCHEN, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM,
WRANGLERS, TOP SHELF, JENNIE-O, FARM FRESH, KID'S KITCHEN,
FAST 'N EASY, DUBUQUE, QUICK MEAL, OLD SMOKEHOUSE, and HOUSE
OF TSANG. The Company holds 17 foreign and 24 U. S. patents.
The Company for the past several years has been concentrating
on processed, consumer branded products with year round
demand to minimize the seasonal variation experienced with
commodity type products. Pork continues to be the primary raw
material for Company products and although live pork
producers are moving toward larger and year round confinement
operations, there is still a seasonal variation in the supply
of fresh pork materials. The expanding line of processed
items has reduced but not eliminated the sensitivity of
Company results to raw material supply and price
fluctuations.
Quarterly results for fiscal 1995 and 1994 are reported on
page 36, Note K to the financial statements in the Annual
Report to Stockholders for 1995.
On October 28, 1995, the Company had unused lines of credit
of $5,000,000. A fee is paid for the availability of fixed
credit lines. The parent company has no long-term debt except
for Industrial Revenue Bonds with varying maturities and
$13,390,000 of promissory notes through 2001 secured by
limited partnership interests in the federal affordable
housing program. There was no commercial paper outstanding at
the end of fiscal 1995. Financial resources and anticipated
funds from operations are considered adequate to meet normal
operating cash requirements in 1996.
The Company has no customers the loss of which would have a
significant effect on the Company's business. During fiscal
year 1995, no customer accounted for more than 5.1% of sales.
Backlog orders are not significant due to the perishable
nature of a large portion of the products and orders are
accepted and shipped on a current basis.
The Company continues to develop and introduce new products
each year. No new product in 1995 required a material
investment of Company assets. Improving and developing new
products is the responsibility of task forces including
personnel from operations, marketing, administration,
engineering, and research and development. Research and
development expenditures for fiscal 1995, 1994, and 1993,
respectively, were $7,829,212, $7,742,973 and $6,904,764.
There are 29 professional employees engaged in full time
research, 11 in the area of improving existing products and
18 in developing new products.
As of October 28, 1995, the Company had over 10,600 active
employees.
Livestock slaughtered by the parent company is purchased by
Company buyers, commission dealers, sale barns and terminal
markets located principally in Minnesota, Iowa, Nebraska and
South Dakota. The level of pork production in the United
States has an impact on Hormel's operations. Any significant
decrease in the supply of pork has an adverse effect because
of higher costs and lower margins coupled with an under-
utilization of Company facilities. A significant increase in
the supply of pork normally results in lower costs and higher
margins. To minimize supply variations which impact
profitability the live pork industry is rapidly moving to
very large, vertically integrated, year round confinement
operations. The Company, as well as its major competitors is
analyzing options that will allow them to maximize the
benefits of reduced volatility in the supply of fresh pork.
Products under the Hormel label are sold in all 50 states by
the parent Company. Products are sold by approximately 540
sales personnel operating in assigned territories coordinated
from district sales offices located in most of the larger
United States cities, and by approximately 450 brokers and
distributors. Distribution of products to customers is by
common carrier.
The parent Company has a plant at Fremont, Nebraska, that
slaughters livestock for processing. The slaughter facilities
at the Austin, Minnesota plant are leased to Quality Pork
Processors of Dallas, Texas under a custom slaughter
arrangement with the Company. A subsidiary, Rochelle Foods,
Inc., Rochelle, Illinois, also provides the Company with
needed raw materials and product through its pork slaughter
and processing operation.
Facilities that produce manufactured items are located in
Algona, Iowa; Austin, Minnesota; Beloit, Wisconsin; Aurora,
Illinois; Davenport, Iowa; Fremont, Nebraska; Houston, Texas;
Knoxville, Iowa; Oklahoma City, Oklahoma; Stockton,
California; Tucker, Georgia; and Wichita, Kansas. Custom
manufacturing for Hormel is performed by several companies
including Owatonna Canning Company, Owatonna, Minnesota;
Lakeside Packing Company, Plainview, Minnesota; and Western
Steer Mom and Pops of Claremont, North Carolina. The Company
has under construction a processing plant and shipping center
in Osceola, Iowa.
JENNIE-O FOODS
Jennie-O Foods, Inc., a Willmar, Minnesota, based turkey
processor, has turkey raising, slaughter and processing
operations at various locations within Minnesota. Jennie-O
contracts with turkey growers to supplement the turkeys it
raises to meet its raw material requirements for whole birds
and processed turkey products. As part of Jennie-O's long
term expansion program, a new plant is under construction at
Montevideo, Minnesota which will increase processing capacity
substantially. The plant is expected to begin operation in
the summer of 1996.
During 1995 Jennie-O exercised its option to purchase the
assets of West Central Turkeys, Inc. of Pelican Rapids,
Minnesota. West Central Turkeys had been a co-packer of whole
birds and processed turkey products for Jennie-O since 1992.
HORMEL FOODS INTERNATIONAL
Hormel Foods International Corporation markets the Company's
products in international areas including the Philippines,
Japan and various European countries. The Company, through
Hormel Foods International, has licensed companies to
manufacture SPAM luncheon meat overseas on a royalty basis,
principally Newforge Foods Limited in Great Britain. Hormel
Foods International owns Hormel FSC, Inc., a foreign sales
corporation, which engages in export related activities.
Hormel Foods International has offices in Mexico, Hong Kong,
Australia and England to increase the sales and marketing
support in these geographical areas of the international
marketplace. During 1995 joint venture agreements to
manufacture and sell food products in China, Australia and
Mexico were completed.
FARM FRESH CATFISH
Farm Fresh Catfish Company operates slaughter and processing
plants in Arkansas and Mississippi. Live fish are purchased
from independent growers to supplement the supply provided by
its own farms. The catfish business continues to be a very
competitive commodity oriented market segment.
VISTA INTERNATIONAL PACKAGING
Vista International Packaging, Inc., a subsidiary of Hormel
Foods International was switched to a subsidiary of the
parent company in 1995. Vista is a food packaging company
located in Kenosha, Wisconsin which imports, customizes, and
distributes, a variety of natural and artificial casings for
the meat and food processing industry.
DUBUQUE FOODS
Dubuque Foods, Inc., formerly called FDL Marketing, Inc.,
purchased the brands and trademarks of FDL Foods, Inc.,
Dubuque, Iowa, in July of 1993. FDL Foods produces product to
Dubuque Foods' specifications at its Dubuque, Iowa plant
under a five year co-packing agreement. In September of 1995
Dubuque Foods terminated, for economic reasons, the portion
of the co-packing agreement with FDL Foods providing for the
purchase of fresh pork. This substantially reduced the volume
of product provided by FDL Foods to Dubuque and resulted in
FDL Foods closing its remaining slaughter operations.
FDL Foods also sold its Rochelle, Illinois slaughter and
processing operations to Rochelle Foods, Inc., a sister
subsidiary of Dubuque Foods. Rochelle Foods produces product
for Dubuque Foods under a co-packing arrangement, however,
following a transition period, it is anticipated that it will
primarily produce product for Hormel Foods under the Hormel
trademarks.
Executive Officers of the Registrant
(d)
Year
Which First
Elected
Name Office Age Officer
Joel W. Johnson Chairman of the Board, 52 1991
President and Chief
Executive Officer
Don J. Hodapp Executive Vice President 57 1969
& Chief Financial Officer
Gary J. Ray Executive Vice President 49 1988
James W. Cole Group Vice President, 61 1990
Foodservice Group
David N. Dickson Group Vice President, 52 1989
International, and
Corporate Development
Stanley E. Kerber Group Vice President, 57 1977
Meat Products Group
Robert F. Patterson Group Vice President, 55 1984
Prepared Foods Group
Eric A. Brown Senior Vice President, 49 1987
Meat Products Group
Year
Which First
Elected
Name Office Age Officer
Richard W. Schlange Vice President and 60 1969
Controller
Mahlon C. Schneider Vice President and 56 1990
General Counsel
Richard A. Bross Vice President, 44 1995
Grocery Products
Forrest D. Dryden Vice President, Research 52 1987
& Development Division
Jerry C. Figenskau Vice President, Specialty 55 1994
Products Division
James A. Jorgenson Vice President, 50 1990
Human Resources
Gary C. Paxton Vice President, 50 1992
Manufacturing
Don L. Pohlman Vice President, 59 1988
Foodservice Sales
Kenneth P. Regner Vice President, 58 1989
Engineering
James N. Rieth Vice President, Hormel 55 1981
and President
Jennie-O Foods, Inc.
Robert A. Slavik Vice President, 50 1993
Meat Products Sales
Robert G. Wells Vice President, Pork, 59 1982
Provisions and
Refineries
Michael J. McCoy Treasurer 48 1994
Thomas J. Leake Corporate Secretary 50 1990
No family relationship exists among the executive officers.
All of the above executive officers have been employed by the
Registrant in an officer capacity for more than the past five
years except Mr. Joel W. Johnson, Executive Vice President
and General Manager of Oscar Mayer Foods until being employed
by the Company as Executive Vice President, Sales and
Marketing on June 27, 1991, on July 27, 1992 he was elected
President of the Company, and on September 30, 1993, he was
elected Chief Executive Officer, on December 8, 1995 he was
elected to the additional post of Chairman of the Board; Mr.
Gary Paxton, Director Sausage Production until November 19,
1990 when he was named Plant Manager of the Austin Plant, on
January 28, 1992 he was elected Vice President,
Manufacturing; Mr. Robert A. Slavik, Director Meat Products
Sales until January 26, 1993 when he was elected Vice
President, Meat Products Sales; Mr. Jerry C. Figenskau,
Director of Marketing Services until December 30, 1991 when
he was named Director Specialty Products, on January 24, 1994
he was elected Vice President, Specialty Products; Mr.
Richard A. Bross, Director of Grocery Products Marketing
until January 3, 1994 when he was named General Manager of
Grocery Products, on January 30, 1995 he was elected Vice
President, Grocery Products; Mr. Michael J. McCoy Vice
President, Treasurer of FDL Foods, Inc. until being employed
by the Company on special assignment Treasury Division on
October 3, 1994, on November 21, 1994 he was appointed
Assistant Treasurer and on January 1, 1996 he was elected
Treasurer.
The executive officers are elected annually by the Board of
Directors at the first meeting following the Annual Meeting
of Stockholders. Vacancies may be filled and additional
officers elected at any regular or special meeting.
Item 2. PROPERTIES
Approximate
Floor Space
(Square Feet) Owned or
Expiration
Location Unless Noted Leased Date
Hormel Foods Corporation
Slaughtering and
Processing Plants
Austin, Minnesota
Slaughter 212,000 Owned (Leased
Out)
Processing 912,000 Owned
Fremont, Nebraska 617,000 Owned
Rochelle, Illinois 429,000 Owned
(Rochelle Foods, Inc.)
Processing Plants
Algona, Iowa 152,000 Owned
Austin, Minnesota Annex 82,000 Owned
Beloit, Wisconsin 338,000 Owned
Davenport, Iowa 148,000 Owned
Houston, Texas 93,000 Owned
Knoxville, Iowa 130,000 Owned
Oklahoma City, Oklahoma 56,000 Owned
Osceola, Iowa Owned
(Under construction)
Ottumwa, Iowa 135,000 Owned Closed
Stockton, California 139,000 Owned
Tucker, Georgia 259,000 Owned
Wichita, Kansas 75,000 Owned
(Dold Foods, Inc.)
Long Prairie, Minnesota 78,000 Owned
(Dan's Prize, Inc.)
Aurora, Illinois 70,000 Leased January
1998
(Creative Contract Packaging Corp.)
Aurora, Illinois 70,000 Owned
(Herb-Ox Plant)
Research and Development Center
Austin, Minnesota 56,000 Owned
Corporate Offices
Austin, Minnesota 119,000 Owned
Jennie-O Foods, Inc.
Willmar, Minnesota
Airport Plant location 282,000 Owned
Willmar, Minnesota
Benson Ave. Plant 79,000 Owned
Melrose, Minnesota Plant 119,000 Owned
Turkey farms - acres 7,815 Owned
Henning, Minnesota 5,200 Owned
Feed Mill
Atwater, Minnesota 14,000 Owned
Feed Mill
Montevideo, Minnesota Plant Owned
(Under construction)
Pelican Rapids, Minnesota 185,000 Owned
West Central Turkeys Plant
Farm Fresh Catfish, Inc.
Hollandale, Mississippi Plant 50,000 Owned
Lake Village, Arkansas Plant 21,000 Owned
Fish farms - water acres 3,198 Leased Various
Vista International Packaging, Inc.
Kenosha, Wisconsin Plant 61,000 Owned
Algona Food Equipment Company (AFECO)
Algona, Iowa Plant 45,000 Owned
The Company has major expansion or renovation projects at
Austin, Minnesota, Osceola, Iowa, Fremont, Nebraska and
Jennie-O at Montevideo, Minnesota plants.
The Company believes its operating facilities are well
maintained and suitable for current production volumes, and
after the completion of the expansion and renovation
projects, for all volumes which are anticipated in the
foreseeable future. During 1994 the Company established a
reserve for a probable loss on disposition of the closed
facility at Ottumwa, Iowa. The sale of the Ottumwa facility
is scheduled to close during the first quarter of 1996.
Item 3. LEGAL PROCEEDINGS
During the first quarter of Fiscal 1996, Farm Fresh and
Hormel Foods settled for $7,500,000 an antitrust class-action
lawsuit filed in the United States District Court for the
Northern District of Mississippi, Delta division, filed on
February 7, 1992, on behalf of all purchasers of catfish in
the United States from 1981 to 1990. Farm Fresh and Hormel
Foods were two of several defendants in an alleged conspiracy
to fix prices of all farm-raised catfish products among
competing processors of catfish. While management believes
plantiffs' claims are without merit, particularly since many
of the events in question happened more than two years before
Hormel Foods formed Farm Fresh in 1983, in management's view
continued defense of the case subjected the Company and its
shareholders to risk because of the potential size of the
claim and the inherent uncertainty of commercial litigation.
The Company decided to settle the lawsuits and eliminate this
risk as well as the continuing expense of litigation. The
settlement which is not considered material on an annualized
basis is subject to the court's approval. Similar suits have
been pending in California and Alabama state courts since
1992 as well.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth
quarter of the 1995 fiscal year.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Information about Common Stock market prices, dividends,
principal market of trade and number of stockholders on pages
40 of the Annual Stockholders' Report for the year ended
October 28, 1995, is incorporated herein by reference. The
Company's Common Stock has been listed on the New York Stock
Exchange since January 16, 1990.
Item 6. SELECTED FINANCIAL DATA
Selected Financial Data for the ten years ended October 28,
1995, on pages 26 and 27 of the Annual Stockholders' Report
for the year ended October 28, 1995, is incorporated herein
by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Management's Discussion and Analysis of Financial Condition
and Results of Operations on pages 38 and 39 of the Annual
Stockholders' Report for the year ended October 28, 1995, is
incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements, including unaudited
quarterly data, on pages 28 through 36 and Report of
Independent Auditors on page 37 of the Annual Stockholders'
Report for the year ended October 28, 1995 are incorporated
herein by reference.
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information under "Election of Directors", contained on pages
3 through 5 of the definitive proxy statement for the Annual
Meeting of Stockholders to be held January 30, 1996, is
incorporated herein by reference.
Information concerning Executive Officers is set forth in
Item 1(d) of Part I pursuant to Instruction 3, Paragraph (b)
of Item 401 of Regulation S-K.
Item 11. EXECUTIVE COMPENSATION
Information for the year ended October 28, 1995, under
"Executive Compensation" on pages 8 through 13 and
"Compensation of Directors" on page 5 of the definitive proxy
statement for the Annual Meeting of Stockholders to be held
January 30, 1996, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Ownership of securities of the Company by certain beneficial
owners and management for the year ended October 28, 1995, as
set forth on pages 6 and 7 of the definitive proxy statement
for the Annual Meeting of Stockholders to be held January 30,
1996, is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information under "Other Information Relating to Directors,
Nominees, and Executive Officers" for the year ended October
28, 1995, as set forth on page 14 of the definitive proxy
statement for the Annual Meeting of Stockholders to be held
January 30, 1996, is incorporated herein by reference.
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) (1) and (2)-The response to this portion of Item 14 is
submitted as a separate section of this report.
(3) -List of Exhibits-The response to this portion of Item
14 is submitted as a separate section of this report.
(b) The Company filed a Form 8-K on October 26, 1995
announcing earnings for the fiscal year were expected to
meet or slightly exceed last year's earnings per share of
$1.54. The anticipated results were below Wall Street
estimates which averaged $1.76 per share.
The Company filed a Form 8-K on December 13, 1995
announcing the retirement of Richard L. Knowlton from the
Hormel Foods Corporation Board of Directors. Company
President Joel W. Johnson, who succeeded Mr. Knowlton as
Chief Executive Officer in September 1993, was elected to
the additional position of Chairman of the Board.
(c) The response to this portion of Item 14 is submitted as
separate section of this report.
(d) The response to this portion of Item 14 is submitted as
separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HORMEL FOODS CORPORATION
By/s/ Joel W. Johnson January 26, 1996
Joel W. Johnson, Chairman of the Board Date
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated:
Chairman of the Board, President,
/s/ Joel W. Johnson 1/26/96 Chief Executive Officer and
Director
Joel W. Johnson Date (Principal Executive Officer)
Executive Vice President
and Chief Financial Officer
and Director
/s/ Don J. Hodapp 1/26/96 (Principal Financial and
Don J. Hodapp Date Accounting Officer)
/s/ Gary J. Ray 1/26/96 Executive Vice President
Gary J. Ray Date and Director
/s/ James W. Cole 1/26/96 Group Vice President
James W. Cole Date Foodservice Group and Director
Group Vice President
International and
/s/ David N. Dickson 1/26/96 Corporate Development
David N. Dickson Date and Director
/s/ Stanley E. Kerber 1/26/96 Group Vice President Meat
Stanley E. Kerber Date Products Group and Director
Group Vice President
/s/ Robert F. Patterson 1/26/96 Prepared Foods Group
Robert F. Patterson Date and Director
/s/ John W. Allen 1/26/96 Director
John W. Allen Date
/s/ William S. Davila 1/26/96 Director
William S. Davila Date
/s/ Luella G. Goldberg 1/26/96 Director
Luella G. Goldberg Date
/s/ Geraldine M. Joseph 1/26/96 Director
Geraldine M. Joseph Date
/s/ Earl B. Olson 1/26/96 Director
Earl B. Olson Date
/s/ Ray V. Rose 1/26/96 Director
Ray V. Rose Date
/s/ Dr. Robert R. Waller 1/26/96 Director
Dr. Robert R. Waller Date
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a) (1), (2), AND (3) AND ITEM 14 (c) AND (d)
LIST OF FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENT SCHEDULE
LIST OF EXHIBITS
YEAR ENDED OCTOBER 28, 1995
HORMEL FOODS CORPORATION
Austin, Minnesota
Item 14(a) (1), (2) and (3) and Item 14 (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
HORMEL FOODS CORPORATION
October 28, 1995
The following consolidated financial statements of Hormel Foods
Corporation included in the Annual Report of the Registrant to its
stockholders for the year ended October 28, 1995, are incorporated
herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial Position-October 28, 1995 and
October 29, 1994.
Consolidated Statements of Operations-Years Ended October 28, 1995,
October 29, 1994 and October 30, 1993.
Consolidated Statements of Changes in Stockholders' Investment-Years
Ended October 28, 1995, October 29, 1994 and October 30, 1993.
Consolidated Statements of Cash Flows-Years Ended October 28, 1995,
October 29, 1994 and October 30, 1993.
Notes to Financial Statements-October 28, 1995.
Report of Independent Auditors
The following consolidated financial statement schedules of Hormel
Foods Corporation required pursuant to Item 14(d) are submitted
herewith:
Schedule II Valuation and Qualifying Accounts and Reserves..F-3
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
Condensed parent company financial statements of the registrant are
omitted pursuant to Rule 5-04(c) of Article 5 of Regulation S-X.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
AND RESERVES
HORMEL FOODS CORPORATION
(Dollars in Thousands)
COL. A | COL. B | COL. C
| COL. D | COL. E
| |
Additions | |
| | (1)
(2) | |
| Balance at | Charged to
Charged to | | Balance at
| Beginning | Costs and Other
Accounts-| Deductions-- | End of
Classification | of Period | Expense
Describe | Describe | Period
- - -----------------------------+-------------+---------------------
- - --------+---------------+------------
Valuation reserve deduction
from assets account:
Fiscal year ended
October 28, 1995:
Allowance for
doubtful accounts
receivable $1,413 $971 $
0 $1,189 (1) $1,413
(218)(2)
Fiscal year ended
October 29, 1994:
Allowance for
doubtful accounts
receivable $1,413 $355 $
0 $ 471 (1) $1,413
(116)(2)
Fiscal year ended
October 30, 1993:
Allowance for
doubtful accounts
receivable $1,375 $912 $
38 (3) $1,069 (1) $1,413
(157)(2)
Note (1)-Uncollectible accounts written off.
Note (2)-Recoveries on accounts previously written off.
Note (3)-Reserve on records of Dan's Prize, Inc. at the date
consolidated into Hormel Foods Corporation.
LIST OF EXHIBITS
HORMEL FOODS CORPORATION
Number Description of Document
** (3) A-1 Certification of Incorporation as amended to
date.
(filed as Exhibit 3A-1 to Annual Report on Form 10-K for
fiscal year ended October 27, 1990.)
** (3) B-1 By-laws as amended to date (filed as Exhibit
3B-1 to Annual Report on Form 10-K for
fiscal year ended October 30, 1993.)
(4) Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K,
copies of instruments defining
the rights of holders of long-term debt are not filed.
The Company agrees to furnish a
copy thereof to the Securities and Exchange Commission
upon request.
(9) None.
(10) None.
(11) None.
(12) None.
** (13) Pages 25 through 40 of the Annual Report to
Stockholders for fiscal year ended October 28, 1995.
(18) None.
(19) None.
(22) None.
** (23) Consent of Independent Auditors.
(24) None.
(25) None.
** (27) Financial Data Schedule.
(28) None.
** These Exhibits transmitted via EDGAR.
19
EXHIBIT (3) A-1
CERTIFICATE OF INCORPORATION
OF
HORMEL FOODS CORPORATION
(This Certificate became effective December 30, 1960,
upon filing in the office of the Secretary of State of
Delaware of the November 18, 1960 Agreement of Merger
between Geo. A. Hormel & Company and Hormel Incorporated.)
FIRST: The name of this corporation is HORMEL FOODS
CORPORATION. (Amended 2-1-95)
SECOND: Its principal office in the State of Delaware
is located at 100 West Tenth Street, in the City of Wilming-
ton, County of New Castle, Delaware. The name and address
of its resident agent is the Corporation Trust Company, 100
West Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business, or objects or pur-
poses to be transacted, promoted or carried on are to do any
or all of the things herein mentioned as fully and to the
same extent as natural persons might or could do, and in any
part of the world, viz:
(a) To manufacture, buy and in any manner acquire and to
prepare for market and import, export, sell and deal
in, both at wholesale and retail and on its own account
and on commission, all kinds of meats and meat products
and all kinds of food and food products, and in connec-
tion therewith to carry on the business of slaughtering
livestock and poultry and to deal in and with all kinds
of products and by-products arising therefrom; to own
and operate packing houses and canning establishments
and to market, sell and deal in and with all articles
produced or handled in connection therewith; to acquire
by purchase or lease and to sell, mortgage, own, manage
and operate such real estate and such personal property
as may be necessary or convenient in the conduct of its
business; to manufacture ice and to operate refrigera-
tion plants, to own and operate refrigerator and other
cars, either as owner or lessee, and generally to do
all those things which are incidental to the aforesaid
business.
(b) To buy, or otherwise acquire, sell, lease, mortgage,
own, manage, and operate farms and plantations; to deal
in the products thereof; and to transact all business
incidental or appurtenant thereto.
20
(c) To manufacture, purchase, or otherwise acquire, to
hold, own, mortgage, pledge, sell, assign, and trans-
fer, or otherwise dispose of, to invest, trade in, deal
in and deal with goods, wares, and merchandise and
property of every class and description.
(d) To acquire, by purchase or otherwise, to own, hold,
buy, sell, convey, lease, mortgage or otherwise encum-
ber real estate or other property, personal or mixed.
(e) To acquire the good will, trademarks, rights and prop-
erty, and to undertake the whole or any part of the
business or liabilities of any person, firm, associa-
tion or corporation; and to pay for the same in cash,
the stock of this corporation, bonds, debentures,
promissory notes, or otherwise; and to hold or in any
manner to dispose of the whole or any part of the prop-
erty so purchased; to conduct in any lawful manner the
whole or any part of the business so acquired; and to
exercise all the powers necessary or convenient in and
about the conduct and management of such business.
(f) To apply for, obtain, register, lease, purchase, or
otherwise to acquire, and to hold, use, own, operate
and introduce, and to sell, assign, or otherwise dis-
pose of, any trademarks, trade names, patents, inven-
tions, improvements and processes used in connection
with or secured under Letter Patent of the United
States, or elsewhere, or otherwise: and to use, exer-
cise, develop, grant licenses in respect of, or other-
wise turn to account, any such trademarks, patents,
licenses, processes and the like or any such property
or rights.
(g) To enter into, perform and carry out contract of every
kind with any person, firm, association or corporation,
and to draw, make, accept, endorse, discount, execute
and issue promissory notes, bills of exchange, war-
rants, bonds, debentures and other negotiable or trans-
ferable instruments for any of the objects or purposes
of the corporation, and to secure the same by mortgage,
pledge, deed of trust, or otherwise.
(h) To hold, purchase or otherwise acquire, to sell,
assign, transfer, mortgage, pledge or otherwise dispose
of, shares of the capital stock and bonds, debentures
or other evidences of indebtedness created by any other
corporation or corporations, and, while the holder
thereof, to exercise all the rights and privileges of
ownership, including the right to vote thereon.
(i) To purchase, hold, sell and transfer shares of its own
capital stock; provided that the corporation shall not
use its funds or property for the purchase of its own
21
shares of capital stock when such use would cause any
impairment of its capital, and that shares of its own
capital stock belonging to the corporation shall not be
voted upon, directly or indirectly.
(j) To negotiate policies of insurance, for its own benefit
or for the benefit of others, upon the life or lives of
any one or more of its officers or employees and to pay
the premiums thereon; to cause or permit itself to be
made the beneficiary of existing policies of insurance
on the life or lives of any one or more of its officers
or employees and thereafter to pay the premiums
thereon; to cause other persons to be made the bene-
ficiaries of existing policies of insurance on the life
or lives of any one or more of its officers or employ-
ees and thereafter to pay the premiums thereon; and to
pay the premiums on existing policies of insurance, on
the life or lives of any one or more of its officers or
employees, in which either this corporation or any
other person or persons is or are named as beneficiary
or beneficiaries.
(k) To do any and all things set forth herein as objects,
purposes, powers or otherwise, and to do all other
things which corporations organized under the laws of
the State of Delaware may do, to the same extent and as
fully as natural persons might do, so far as may be
permitted by law; provided, however, that nothing
herein contained shall be deemed to authorize this cor-
poration to construct, hold, maintain or operate within
the State of Delaware railroads, railways, telegraph or
telephone lines, or to carry on within said State any
public utility business.
(l) In general, to carry on any other business in con-
nection with the foregoing, and to have and to exercise
all the powers conferred, now or hereafter, by the laws
of Delaware upon this corporation. The foregoing
clauses shall be construed both as objects and powers;
and it is hereby expressly provided that the foregoing
enumeration of specific powers shall not be held to
limit or restrict in any manner the powers of this cor-
poration.
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
280,000,000 shares, divided into three classes consisting of
200,000,000 shares of Common Stock, par value $.1172 per
share ("Common Stock"), 40,000,000 shares of Non-Voting
Common Stock, par value $.01 per share ("Non-Voting Common
Stock") and 40,000,000 shares of Preferred Stock, par value
$.01 per share ("Preferred Stock").
22
Section A. Preferred stock.
The Board of Directors is authorized at any time and
from time to time, subject to any limitations prescribed by
law, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be in-
cluded in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions
thereof. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pur-
suant to the certificate or certificates establishing the
series of Preferred Stock.
Section B. Common Stock.
1. Voting rights.
Each holder of record of Common Stock shall he
entitled to one (1) vote on all matters for each share of
Common Stock owned of record by such holder.
2. Dividends.
Subject to the rights of the holders of Preferred
Stock and any other class or series of stock having a pref-
erence as to dividends over the Common Stock then outstand-
ing, the holders of the Common Stock shall be entitled to
receive, to the extent permitted by law, such dividends as
may be declared from time to time by the Board of Directors,
provided, however, that:
(a) No cash dividend or other distribution of assets,
rights, evidence of indebtedness or any other property shall
be declared, paid or made to the holders of Common Stock
unless a cash dividend or other such distribution in like
kind and equal per-share amount is simultaneously declared,
paid or made to the holders of the Non-Voting Common Stock;
and that
(b) Stock dividends declared on the Common Stock shall
be payable solely in shares of Common Stock. No stock divi-
dend shall be declared or paid on the Common Stock unless a
stock dividend payable in shares of Non-Voting Common Stock,
proportionate on a per-share basis to the dividend on the
Common Stock, is simultaneously declared and paid on the
Non-Voting Common Stock.
23
3. Liquidation.
In the event of the voluntary or involuntary liq-
uidation, dissolution, distribution of assets or winding-up
of the Corporation, after distribution in full of the pref-
erential amounts, if any, to be distributed to the holders
of shares of the Preferred Stock and any other class or
series of stock having a preference as to liquidating dis-
tributions over the Common Stock, the holders of the Common
Stock shall be entitled to share ratably on a per-share
basis with the holders of the Non-Voting Common Stock as a
single class in all of the remaining assets of the Corpora-
tion of whatever kind available for distribution to stock-
holders. A consolidation or merger of the Corporation with
and into any other corporation or corporations shall not be
deemed to be a liquidation, dissolution, or winding-up of
the Corporation as those terms are used in this paragraph 3.
Section C. Non-Voting Common Stock.
1. Voting Rights.
Except as otherwise required by law or provided in
this Certificate of Incorporation, the holders of shares of
Non-Voting Common Stock shall have no vote on any matter.
2. Dividends.
Subject to the rights of the holders of Preferred
Stock and any other class or series of stock having a pref-
erence as to dividends over the Non-Voting Common Stock then
outstanding, the holders of the Non-Voting Common Stock
shall be entitled to receive, to the extent permitted by
law, such dividends as may be declared from time to time by
the Board of Directors, provided, however, that:
(a) No cash dividend or other distribution of assets,
rights, evidence of indebtedness or any other property
shall be declared, paid or made to the holders of the
Non-Voting Common Stock unless a cash dividend or other
such distribution in like kind and equal per-share
amount is simultaneously declared, paid or made to the
holders of Common Stock; and that
(b) Stock dividends declared on the Non-Voting Common Stock
shall be payable solely in shares of Non-Voting Common
Stock. No stock dividend shall be declared or paid on
the Non-Voting Common Stock unless a stock dividend
payable in shares of Common Stock, proportionate on a
per-share basis to the dividend on the Non-Voting
Common Stock, is simultaneously declared and paid on
the Common Stock.
24
3. Liquidation.
In the event of the voluntary or involuntary liq-
uidation, dissolution, distribution of assets or winding-up
of the Corporation, after distribution in full of the pref-
erential amounts, if any, to be distributed to the holders
of shares of the Preferred Stock and any other class or
series of stock having a preference as to liquidating dis-
tributions over the Non-Voting Common Stock, the holders of
the Non-Voting Common Stock shall be entitled to share rat-
ably on a per-share basis with the holders of the Common
Stock as a single class in all of the remaining assets of
the Corporation of whatever kind available for distribution
to stockholders. A consolidation or merger of the Corpora-
tion with and into any other corporation or corporations
shall not be deemed to be a liquidation, dissolution, or
winding-up of the Corporation as those terms are used in
this paragraph 3. (Amended January 10, 1949; December 22,
1959; November 18, 1960; January 30, 1968; November 22,
1971; January 29, 1980; December 5, 1983; September 3, 1985;
February 17, 1987; June 1, 1987; January 31, 1990; January
30, 1991)
FIFTH: The corporation is to have perpetual existence.
SIXTH: The private property of the stockholders of the
corporation shall not be subject to the payment of corporate
debts of the corporation to any extent whatever.
SEVENTH: Whenever a compromise or arrangement is pro-
posed between this corporation and its creditors or any
class of them and/or between this corporation and its stock-
holders or any class of them, any court of equitable juris-
diction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or
stockholder thereof, or on the application of any receiver
or receivers appointed for this corporation under the provi-
sions of Section 291 of Title 8 of the Delaware Code, or on
the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware
Code, order a meeting of the creditors or class of credi-
tors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, to be summoned in such
manner as the said Court directs. If a majority in number
representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization
of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said
reorganization shall. if sanctioned by the Court to which
the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stock-
25
holders or class of stockholders, of this corporation, as
the case may be, and also on this corporation.
EIGHTH: In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To make, alter, amend and rescind the Bylaws of this
corporation;
(b) From time to time to determine whether and to what
extent and at which times and places and under what
conditions and regulations, the accounts and books of
this corporation (other than the stock ledger) or any
of them, shall be open to inspection of stockholders;
and no stockholder shall have any right of inspecting
any account, book, or document of this corporation
except as conferred by statute, unless authorized by a
resolution of stockholders or directors;
(c) To fix the amount to be reserved as working capital; to
authorize and cause to be executed mortgages and liens
upon the real and personal property and franchises of
this corporation;
(d) By resolution or resolutions passed by a majority of
the whole Board, to designate one or more committees,
each committee to consist of two or more of the direc-
tors of the corporation, which, to the extent provided
in said resolution or resolutions, or in the Bylaws of
the corporation shall have and may exercise the powers
of the Board of Directors in the management of the
business and the affairs of the corporation, and may
have power to authorize the seal of the corporation to
be affixed to all papers which may require it. Such
committee or committees shall have such name or names
as may be stated in the Bylaws of the corporation or as
may be determined from time to time by resolution
adopted by the Board of Directors.
Both stockholders and directors shall have the power,
if the Bylaws so provide, to hold their meetings either
within or without the State of Delaware; the corporation
shall also have the power, if the Bylaws so provide, to have
one or more offices within or without the State of Delaware,
in addition to the principal office in Delaware, and to keep
the books of this corporation (subject to the provisions of
the statute) outside of the State of Delaware at such places
as may from time to time be designated by the Board of
Directors. (Amended January 29, 1980)
This corporation may in its Bylaws confer powers addi-
tional to the foregoing upon the directors and may also con-
26
fer upon them powers in addition to the powers and authori-
ties expressly conferred upon them by the statute.
NINTH: Except as otherwise expressly provided in this
Article NINTH:
(i) any merger or consolidation of the corporation
with or into any other corporation;
(ii) any sale, lease, exchange or other disposition of
all or substantially all of the assets of the cor-
poration to or with any other corporation, person
or other entity;
(iii) the issuance or transfer of any securities of the
corporation to any other corporation, person or
other entity in exchange for assets or securities
or a combination thereof (except assets or securi-
ties or a combination thereof so acquired in a
single transaction or a series of related transac-
tions having an aggregate fair market value of
less than $5,000,000); or
(iv) the issuance or transfer of any securities of the
corporation to any other corporation, person or
other entity for cash,
shall require the affirmative vote of the holders of
(a) at least 75% of the outstanding shares of capital
stock of the corporation entitled to vote gener-
ally in the election of directors, (considered for
the purposes of this Article as one class), and
(b) at least a majority of the outstanding shares of
capital stock of the corporation entitled to vote
generally in the election of directors which are
not beneficially owned, directly or indirectly, by
such other corporation, person or other entity,
if, as of the record date for the determination of stock-
holders entitled to notice thereof and to vote thereon, such
other corporation, person or other entity is the beneficial
owner, directly or indirectly, of 5% or more of the out-
standing shares of capital stock of the corporation entitled
to vote generally in the election of directors. Such affir-
mative vote shall be required notwithstanding the fact that
no vote may be required, or that some lesser percentage may
be specified by law or in any agreement with any national
securities exchange.
The provisions of this Article NINTH shall not apply to
any transaction described in clauses (i), (ii), (iii) or
(iv) of the first paragraph of this Article, (i) with
27
another corporation if a majority, by vote, of the outstand-
ing shares of all classes of capital stock of such other
corporation entitled to vote generally in the election of
directors, (considered for this purpose as one class), is
owned of record or beneficially by the corporation and/or
its subsidiaries; or (ii) with another corporation, person
or other entity if the Board of Directors of the corporation
shall by resolution have approved a memorandum of under-
standing with such other corporation, person or other entity
with respect to and substantially consistent with such
transaction prior to the time such other corporation, person
or other entity became the beneficial owner, directly or
indirectly, of 5% or more of the outstanding shares of capi-
tal stock of the corporation entitled to vote generally in
the election of directors.
For the purposes of this Article NINTH, a corporation,
person or other entity shall be deemed to be the beneficial
owner of any shares of capital stock of the corporation (i)
which it has the right to acquire pursuant to any agreement,
or upon exercise of conversion rights, warrants or options,
or otherwise, or (ii) which are beneficially owned, directly
or indirectly (including shares deemed owned through appli-
cation of clause (i) of this paragraph above), by any other
corporation, person or other entity (a) with which it or its
"affiliate" or "associate" (as referenced below) has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of capital stock of
the corporation or (b) which is its "affiliate" or
"associate" as those terms were defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect on December 1, 1979. For the pur-
poses of this Article NINTH, the outstanding shares of capi-
tal stock of the corporation shall include shares deemed
owned through the application of clauses (i) and (ii) of
this paragraph but shall not include any other shares which
may be issuable pursuant to any agreement, or upon exercise
of conversion rights, warrants or options, or otherwise.
The Board of Directors of the corporation shall have
the power and duty to determine for the purposes of this
Article NINTH, on the basis of information then known to it,
whether (i) any corporation, person or other entity benefi-
cially owns, directly or indirectly, 5% or more of the out-
standing shares of capital stock of the corporation entitled
to vote generally in the election of directors, or is an
"affiliate" or an "associate" (as referenced above) of
another, (ii) any proposed sale, lease, exchange or other
disposition of part of the assets of the corporation
involves a substantial part of the assets of the corpora-
tion, (iii) assets or securities, or a combination thereof,
to be acquired in exchange for securities of the corpora-
tion, have an aggregate fair market value of less than
$5,000,000 and whether the same are proposed to be acquired
28
in a single transaction or a series of related transactions,
and (iv) the memorandum of understanding referred to above
is substantially consistent with the transaction to which it
relates. Any such determination by the Board shall be con-
clusive and binding for all purposes of this Article NINTH.
Notwithstanding any other provision of this Certificate
of Incorporation or the Bylaws (and in addition to any other
vote that may be required by law, this Certificate of Incor-
poration or the Bylaws), there shall be required to amend,
alter, change, or repeal, directly or indirectly, this Arti-
cle NINTH the affirmative vote of (i) at least 75% of the
outstanding shares of capital stock of the corporation enti-
tled to vote generally in the election of directors and (ii)
at least a majority of the outstanding shares of capital
stock of the corporation entitled to vote generally in the
election of directors exclusive of all voting stock of the
corporation beneficially owned, directly or indirectly by
any corporation, person or entity which is, as of the record
date for the determination of stockholders entitled to
notice of such amendment, alteration, change or repeal, and
to vote thereon, the beneficial owner, directly or indi-
rectly, of 5% or more of the outstanding shares of capital
stock of the corporation entitled to vote generally in the
election of directors.
(Added by amendment January 29, 1980)
TENTH: Except as otherwise provided in the Certificate
of Incorporation or the Bylaws, the corporation reserves the
right to amend, alter, change or repeal any provision con-
tained in this Agreement of Merger which constitutes the
Certificate of Incorporation, as amended. of the corporation
in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted
subject to this reservation.
(Renumbered by amendment January 29, 1980)
ELEVENTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages or breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corpora-
tion law is amended after approval by the stockholders of
this provision to authorize corporate action further elimi-
nating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be
29
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corpora-
tion existing at the time of such repeal or modification.
(Added February 17, 1987)
30
EXHBIT (3) B-1
BYLAWS
OF
HORMEL FOODS CORPORATION
NAME
1. The name of the corporation is HORMEL FOODS CORPORATION.
(Amended October 26, 1992; Amended December 7, 1995 to
conform with Amendment to Articles of Incorporation
Effective February 1, 1995))
OFFICES
2. The principal office of the corporation in the State of
Delaware shall be in the City of Wilmington, County of
New Castle, and the name of the resident agent in charge
thereof shall be The Corporation Trust Company, whose
address is 100 West Tenth Street, Wilmington, Delaware.
(Amended April 17, 1930; September 20, 1930; June 13,
1949)
In addition to its principal office in the State of
Delaware, the corporation may establish and maintain an
office or offices at Austin, Minnesota, and at such
other places as the Board of Directors may from time to
time appoint or the business of the corporation may
require.
CORPORATE SEAL
3. The corporate seal of the corporation shall be circular
in form and shall have inscribed thereon the name of the
corporation, the year of its creation (1928) and the
words "Seal", "Incorporated", and "Delaware".
STOCKHOLDERS' MEETINGS
4. All meetings of the stockholders shall be held at the
office of the corporation at Austin, Minnesota, or at
such other place as the Board of Directors may pre-
viously determine.
5. An annual meeting of the stockholders of the corporation
shall be held on the last Tuesday of January in each
year, at eight o'clock p.m. or at such other time as the
Board of Directors may designate, when the stockholders
shall elect by plurality vote, by ballot, a Board of
Directors, and transact such other business as may prop-
erly be brought before the meeting. (Amended November
15, 1938; June 14, 1954; April 18, 1966; October 28,
1968; April 28, 1969; December 20, 1984)
6. The holders of a majority of the stock issued and out-
standing, present in person, or represented by proxy,
shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of
business except as otherwise provided by law, by the
certificate of incorporation, or by these Bylaws. If,
however, such majority shall not be present or repre-
sented at any meeting of the stockholders, the stock-
holders present in person or by proxy shall have the
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the
requisite amount of stock shall be present. At such
adjourned meeting at which the requisite amount of stock
shall be represented, any business may be transacted
which might have been transacted at the meeting as orig-
inally notified.
7. At each meeting of the stockholders every stockholder
shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides
for a longer period. Each stockholder shall have one
vote for each share of stock registered in his name on
the books of the corporation. The vote for Directors,
and, upon demand of any stockholder, the vote upon any
question before the meeting, shall be by ballot. All
elections shall be held and all questions decided by a
plurality vote. (Amended March 23, 1970)
8. Written notice of the annual meeting shall be mailed to
each stockholder at such address as appears on the stock
book of the corporation at least ten days prior to the
meeting. (Amended October 28, 1975)
9. A complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order,
with the residence of each, and the number of shares
held by each, shall be prepared by the Secretary and
filed at the place where the election is to be held, at
least ten days before every election, and shall at all
times, during the usual hours for business, and during
the whole time of said election, be open to the examina-
tion of any stockholder. (Amended February 19, 1968)
10. Special meetings of the stockholders, for any purpose,
or purposes, unless otherwise prescribed by the statute,
may be called by the Chairman of the Board, or Secretary
at the request, in writing, of stockholders owning a
majority in amount of the entire capital stock of the
corporation issued and outstanding. Such request shall
state the purpose or purposes of the proposed meeting.
(Amended January 31, 1984; Amended September 27, 1993,
Effective October 1, 1993; Amended December 7, 1995)
11. Business transacted at all special meetings shall be
confined to the objects stated in the call.
12. Written notice of a special meeting of stockholders,
stating the time and place and object thereof, shall be
mailed, postage prepaid, at least ten days before such
meeting, to each stockholder at such address as appears
on the books of the corporation. (Amended October 28,
1975)
DIRECTORS
13. The property and business of the corporation shall be
managed by its Board of Directors. The number of Direc-
tors shall be established from time to time by resolu-
tion of the stockholders or the Board of Directors. The
Directors of the corporation shall be elected annually
at the annual meeting of stockholders and each Director
shall be elected to serve until his successor shall be
elected and shall qualify. (Amended November 16, 1964;
June 21, 1965; November 25, 1968; August 25, 1969;
December 22, 1969; February 24, 1970; December 19, 1972;
July 22, 1974; September 23, 1974; December 22, 1975;
November 29; 1976; December 27, 1978; July 23, 1979;
January 29, 1980)
14. In addition to the powers and authorities by these
Bylaws expressly conferred upon them, the Board may
exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by
Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by the stockholders.
DIRECTORS' MEETINGS
15. (Amended September 27, 1993, Effective October 1, 1993;
Deleted December 7, 1995)
15. Regular meetings of the Board, after the organizational
meeting, shall be held without notice at the Corporate
Office of the corporation at Austin, Minnesota, on the
fourth Monday of January, March, May, July, September,
October and November at 1:00 p.m. or such other time as
the Board shall designate, or, without notice, at such
other time or place, within or without the State of
Minnesota, as the Board of Directors may from time to
time designate. (Amended July 16, 1935; June 14, 1954;
May 20, 1957; April 17, 1967; February 19, 1968; March
25, 1980; January 28, 1985)
16. Special meetings of the Board may be called by the
Chairman of the Board on one day's notice to each Direc-
tor, either personally or by mail or by telegram or
telephone; special meetings shall be called by the
Chairman of the Board, or Secretary in like manner or on
like notice on the written request of two Directors.
(Amended January 31, 1984; Amended September 27, 1993,
Effective October 1, 1993; Amended December 7, 1995)
17. At all meetings of the Board, a majority of the number
of Directors authorized by the Bylaws shall be necessary
and sufficient to constitute a quorum for the transac-
tion of business, and the act of a majority of the
Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by
these Bylaws. (Amended January 18, 1965)
COMPENSATION OF DIRECTORS
18. Directors, as such, shall not receive any stated salary
for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meet-
ing of the Board; PROVIDED, That nothing herein con-
tained shall be construed to preclude any Director from
serving the corporation in any other capacity and
receiving compensation therefor.
19. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
COMMITTEES
20. The Board of Directors may, by resolution or resolu-
tions, passed by a majority of the whole Board, desig-
nate one or more committees, each committee to consist
of two or more of the Directors of the corporation,
which, to the extent provided in said resolution or
resolutions or in these Bylaws, shall have and may exer-
cise the powers of the Board of Directors in the manage-
ment of the business and affairs of the corporation and
may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as
may be stated in these Bylaws or as may be determined
from time to time by resolution adopted by the Board of
Directors.
21. The committees shall keep regular minutes of their pro-
ceedings and report the same to the Board at each regu-
lar meeting.
VACANCIES
22. In case of any vacancy in the Board of Directors by rea-
son of death, resignation, or otherwise, the remaining
Directors, by majority vote, may elect a successor to
hold office until a successor has been elected by the
stockholders. (Amended April 18, 1955; November 25,
1974; October 26, 1992 [Bylaw 33 renumbered to Bylaw 23,
and following sections renumbered])
OFFICERS
23. The officers of the corporation shall be elected by the
Board of Directors and shall be a Chairman of the Board,
a President, one or more Vice Presidents of whatever
special designation the Board may determine, a Secretary
and a Treasurer. The Board may also elect Assistant
Vice Presidents, Assistant Secretaries and Assistant
Treasurers, and a Controller and Assistant Controllers.
The Chairman of the Board and the President must be
Directors, but other officers need not be Directors.
The designation and duties of any Vice President may be
changed by the Board at any time. (Amended November 19,
1929; July 8, 1946; April 18, 1955; April 21, 1958; July
19, 1965; January 15, 1968; February 19, 1968; August
25, 1969; August 24, 1981; April 25, 1983; January 31,
1984; Amended September 27, 1993, Effective October 1,
1993; Amended December 7, 1995)
24. The Board of Directors, at its first meeting after each
Annual Meeting of Stockholders, shall elect a Chairman
of the Board, a President, one or more Vice Presidents,
a Secretary and a Treasurer, and may elect a Controller,
Assistant Vice Presidents, Assistant Secretaries, Assis-
tant Treasurers and Assistant Controllers. Such action
may be taken by unanimous written consent in lieu of a
meeting. (Amended May 11, 1942; July 8, 1946; April 18,
1955; July 19, 1965; January 15, 1968; February 19,
1968; August 25, 1969; August 24, 1981; April 25, 1983;
January 31, 1984; October 26, 1992; Amended September
27, 1993, Effective October 1, 1993; Amended December 7,
1995)
25. The Board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and per-
form such duties as shall be determined from time to
time by the Board.
26. The Board of Directors shall have the right to fix the
salaries of all officers of the corporation.
27. The officers of the corporation shall hold office until
their successors are elected and qualify in their stead.
Any officers elected by the Board of Directors may be
removed at any time by the affirmative vote of a major-
ity of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy
shall be filled by the affirmative vote of the majority
of the whole Board of Directors. In its discretion, the
Board may leave unfilled any office except that of Pres-
ident, Treasurer or Secretary. (Amended April 18, 1955)
THE CHAIRMAN OF THE BOARD
28. A. The Chairman of the Board shall preside at all
meetings of stockholders and Directors.
B. The Chairman of the Board shall be an ex-officio
member of all standing committees of the Board
except those committees which the Board determines
will comprise only nonemployee Directors,
specifically including the Audit Committee and the
Compensation Committee.
C. The Chairman of the Board shall be the Chief
Executive Officer of the corporation and shall have
general and active management of the business of
the corporation. (Bylaw 28 added December 7, 1995)
THE PRESIDENT
29. A. In the absence of the Chairman of the Board, the
President shall preside at meetings of the
stockholders and Directors. In the event of a
vacancy in the office of the Chairman of the Board,
the President shall exercise the powers of the
Chairman of the Board until the vacancy in the
office of the Chairman of the Board has been filed.
B. The President shall be an ex-officio member of all
standing committees of the Board except those
committees which the Board determines will comprise
only nonemployee Directors, specifically including
the Audit Committee and the Compensation Committee.
C. The President shall have powers and duties
appropriate to the office of President, taking into
account Bylaw 28.C. (Bylaw 29 added December 7,
1995)
30. (Amended April 18, 1955; April 16, 1962; July 19, 1965;
February 19, 1968; August 25, 1969; August 24, 1981;
January 31, 1984; May 19, 1986; deleted September
27, 1993 to be effective October 1, 1993)
VICE PRESIDENTS
30. A. In the absence or disability of the President, the
duties and powers of the President will be exercised
by the Executive Vice Presidents, if any, in the
order of their seniority with the Company; if there
is no Executive Vice President, then by such of the
Group Vice Presidents as are members of the Board in
the order of their seniority on the Board, and if
any two Group Vice presidents have the same senior-
ity on the Board, then in the order of their senior-
ity with the corporation until the Board of Direc-
tors shall designate one of their number to perform
such duties. (Amended July 8, 1946; April 18, 1955;
April 21, 1958; July 19, 1965; January 15, 1968;
February 19, 1968; August 27, 1979; August 24, 1981;
April 25, 1983)
B. In the absence or disability of the President, or
the Executive Vice Presidents and all of the Group
Vice Presidents, the Vice Presidents who are members
of the Board of Directors in the order of their
seniority on the Board shall perform the duties and
exercise the powers of the President until the Board
of Directors shall designate one of their number to
perform such duties. (Amended July 8, 1946; April
21, 1958; July 19, 1965; January 15, 1968; February
19, 1968; August 25, 1969; August 24, 1981; April
25, 1983)
THE SECRETARY AND ASSISTANT SECRETARIES
31. A. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book
to be kept for that purpose; and shall perform like
duties for the standing committees when required.
He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as
may be prescribed by the Board of Directors or Chief
Executive Officer of the corporation, under whose
supervision he shall be. He shall keep in safe
custody the seal of the corporation, and when
authorized by the Board, affix it to any instrument
requiring it, and when so affixed it shall be
attested by his signature or by the signature of the
Treasurer. (Amended October 26, 1992; Amended
September 27, 1993, Effective October 1, 1993)
B. The Assistant Secretaries in the order of their
seniority shall, in the absence or disability of the
Secretary, perform the duties and exercise the pow-
ers of the Secretary, and shall perform such other
duties as the Board of Directors shall prescribe.
THE TREASURER AND ASSISTANT TREASURERS
32. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belong-
ing to the corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of
the corporation, in such depositories as may be desig-
nated by the Board of Directors.
A. He shall disburse the funds of the corporation as
may be ordered by the Board, taking the proper
vouchers for such disbursement, and shall render to
the Chief Executive Officer of the corporation and
Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his
transactions as Treasurer and of the financial
condition of the corporation. (Amended September
27, 1993, Effective October 1, 1993)
B. He shall give the corporation a bond if required by
the Board of Directors in a sum, and with one or
more sureties satisfactory to the Board, for the
faithful performance of the duties of his office,
and for the restoration of the corporation in case
of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money
and other property of whatever kind in his posses-
sion or under his control belonging to the corpora-
tion.
C. The Assistant Treasurers in the order of their
seniority shall, in the absence or disability of the
Treasurer, perform the duties and exercise the pow-
ers of the Treasurer, and shall perform such other
duties as the Board of Directors shall prescribe.
DUTIES OF OFFICERS MAY BE DELEGATED
33. In case of the absence of an officer of the corporation,
or for any other reason that the Board may deem suffi-
cient, the Board may delegate, for the time being, the
powers or duties, or any of them of such officer to any
other officer, or to any Director, PROVIDED, a majority
of the entire Board concur therein.
CERTIFICATES OF STOCK
34. Stock certificates of the corporation shall be numbered
consecutively and shall be entered on the books of the
corporation as they are issued. They shall exhibit the
holders' names and the number of shares and shall be
signed by the Chairman of the Board or the President or
a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary.
Until such other transfer agent is appointed, the
Secretary shall sign as transfer agent. Each
certificate shall bear the corporate seal or a facsimile
thereof. Each certificate shall recite the kind or
class of stock it represents. (Amended September 8,
1947; April 18, 1955; November 24, 1959; October 26,
1992; Amended September 27, 1993, Effective October 1,
1993; Amended December 7, 1995)
Where a certificate is countersigned by (i) a transfer
agent other than the corporation or its employee, or
(ii) a registrar other than the Corporation or its
employee, either of which countersignatures may be a
facsimile, any other signature on the certificate may be
a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the
corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of
issue. (Added by amendment January 12, 1942; September
8, 1947; April 18, 1955; November 24, 1959; October 27,
1969; October 26, 1992; November 23, 1992)
TRANSFER OF STOCK
35. All transfer of stock of the corporation shall be made
on the books of the corporation only by the person named
in the certificate or by an attorney lawfully consti-
tuted in writing, and upon the surrender of certificates
for the stock so transferred. Unless other transfer
agents be designated by the Board of Directors, the
Secretary shall be the sole transfer agent.
CLOSING OF TRANSFER BOOKS
36. The Board of Directors shall have power to close the
stock transfer books of the corporation for a period not
exceeding sixty (60) days preceding the date of any
meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capi-
tal stock shall go into effect; PROVIDED, however, that
in lieu of closing the stock transfer books as afore-
said, the Board of Directors may fix in advance a date,
not exceeding sixty (60) days preceding the date of any
meeting of stockholders or the date for the payment of
any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of
capital stock shall go into effect as a record date for
the determination of the stockholders entitled to notice
of, and to vote at any such meeting, or entitled to
receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of
capital stock, and in such case only such stockholders
as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer
of any stock on the books of the corporation after any
such record date fixed as aforesaid. (Amended November
21, 1966; March 23, 1970)
REGISTERED STOCKHOLDERS
37. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to rec-
ognize any equitable or other claim to or interest in
such share on the part of any other person, whether or
not it shall have express or other notice thereof, save
expressly provided by the laws of Delaware.
LOST CERTIFICATE
38. Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that
fact and advertise the same in such manner as the Board
of Directors may require, and the Board of Directors
may, in their discretion, before issuing a new certifi-
cate, require the owner of the lost or destroyed cer-
tificate, or his legal representative, to give the cor-
poration a bond, in such sum as they may direct, not
exceeding double the value of the stock, to indemnify
the corporation against any claim that may be made
against it on account of alleged loss of any such cer-
tificate; a new certificate of the same tenor and for
the same number of shares as the one alleged to be lost
or destroyed may be issued without requiring any bond
when, in the judgment of the Directors, it is proper so
to do.
CHECKS AND NOTES
39. Checks, drafts, orders for the payment of money and
promissory notes shall be signed or endorsed in the name
of the corporation by such person or persons as the
Board of Directors, by resolution, shall from time to
time appoint.
FISCAL YEAR
40. The fiscal year of the corporation shall end on the last
Saturday of October in each year.
DIVIDENDS
41. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorpo-
ration, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the
capital stock.
Before payment of any dividend, there may be set aside
out of any funds of the corporation available for divi-
dends such sum or sums as the Directors from time to
time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property
of the corporation, or for such other purposes as the
Directors shall think conducive to the interests of the
corporation.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
42. The corporation to the fullest extent permitted by the
applicable laws of the State of Delaware in effect from
time to time shall indemnify each officer against the
expenses of any action to which such officer is a party
or is threatened to be made a party by reason of the
fact that he is or was an officer of the corporation;
and the corporation may purchase and maintain insurance
for the purpose of indemnification to the fullest extent
permitted by said laws.
As used in this Bylaw: (i) the term officer means any
person who is, was or may hereafter be a director, offi-
cer, employee or agent of this corporation or, at the
request of this corporation, of any other corporation or
of any partnership, joint venture, trust or other enter-
prise and the rights of indemnification under this Bylaw
shall inure to the benefit of the heirs and legal repre-
sentatives of any such persons, (ii) the term action
means any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative
or investigative including those by or in the right of
the corporation and whether or not involving an act or
omission of an officer in his capacity as such and
whether or not he is an officer at the time of such
action, and (iii) the term expenses of any action shall
include attorneys' fees, judgments, fines, amounts paid
in settlement and any other expenses incurred in connec-
tion with an action but in the case of actions by or in
the right of the corporation the term shall not include
judgments or other amounts paid to the corporation. The
foregoing terms shall be construed and shall be deemed
to be amended from time to time as necessary so as to
permit indemnification to the fullest extent permitted
under the applicable laws of the State of Delaware then
in effect. (Bylaw 42 added November 20, 1967; amended
May 27, 1980)
WAIVER OF NOTICES
43. Any stockholder, director or officer may waive any
notice required to be given under these Bylaws.
AMENDMENTS
44. These Bylaws may be altered or amended by the Board of
Directors at any meeting by the affirmative vote of a
majority of the whole Board of Directors. The Bylaws
may also be altered or amended at any meeting of the
stockholders by the affirmative vote of a majority of
the stock issued and outstanding.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference to this Annual Report
(Form 10K) of Hormel Foods Corporation of our report dated November 21,
1995, included in the 1995 Annual Report to Stockholders of Hormel
Foods Corporation.
Our audits also included the financial statement schedule of Hormel
Foods Corporation listed in Item 14(a). This schedule is the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial
statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We also consent to the incorporation by reference in Post-Effective
Amendment Number 2 to Registration Statement Number 33-14614 on Form S-
8 dated December 6, 1988, in Registration Statement Number 33-14615 on
Form S-8 dated May 20, 1987, in Post-Effective Amendment Number 1 to
Registration Number 33-29053 dated January 26, 1990, in Registration
Statement Number 33-43246 on Form S-8 dated October 9, 1991, and in
Registration Statement Number 33-45408 on Form S-8 dated January 30,
1992, of our report dated November 21, 1995, with respect to the
consolidated financial statements incorporated herein by reference, and
our report included in the preceding paragraph with respect to the
financial statement schedule included in this annual Report (Form 10-K)
of Hormel Foods Corporation.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
January 26, 1996