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UNITED STATES 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 25, 1997, 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) 437-5611
Securities registered pursuant to Section 12 (b) of the Act:
COMMON STOCK, PAR VALUE $.1172 PER SHARE NEW YORK STOCK EXCHANGE
TITLE OF EACH CLASS Name of Each Exchange
on Which Registered
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendments to this Form 10-K. ( )
The aggregate market value of the voting stock held by non-affiliates of
the Corporation at December 1, 1997 was $1,294,238,990 based on the
closing price of $29.9375 per share. As of December 1, 1997 the number
of shares outstanding of each of the Corporation's classes of common
stock was as follows:
Common Stock, $.1172 Par Value--75,776,510 shares
Common Stock Non-Voting, $.01 Par Value--0 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders' Report for the year ended October
25, 1997, are incorporated by reference into Part I and Part II Items 5-
9, 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 27, 1998, are incorporated by reference
into Part III, Items 10-13 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. 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 Marrakesh Express and Peloponnese labels.
In October 1996, the Company purchased Stagg Foods, Inc., a
leading West Coast producer of chili and stew products through an
exchange of stock. Stagg Foods is operated as part of the
main Hormel business.
The Company's larger subsidiaries include Jennie-O Foods, Inc.;
Dubuque Foods, Inc.; Hormel Foods International Corporation and
Vista International Packaging, Inc.
Jennie-O, a Willmar, Minnesota based turkey processor, markets
its products nationwide through its own sales force and brokers,
providing the Company with a significant presence in this
important 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. Rochelle Foods is a co-packer for both
Hormel and Dubuque Foods. Dubuque Foods has no production
facilities and contracts with various co-packers to supply
product under its label.
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 are located in Spain, China and Australia.
Item 1. BUSINESS--CONTINUED
Investment of personnel and capital in the foreign operations of
the business is expected to continue for the foreseeable future.
During 1996 minority investments were made in food companies in
Poland and Spain which resulted in an increased Hormel presence
in those area.
Vista International Packaging, Inc. imports, customizes, and
distributes a variety of natural and artificial casings for the
meat and food processing industry.
Late in 1996, the Company announced its intention to exit the
fish business either through sale or closure of its subsidiary
Farm Fresh Catfish Company. The sale of Farm Fresh was
negotiated and closed during the first quarter of 1997.
During the first quarter of fiscal 1998 the Company announced an
agreement to sell its bulk gelatin/specialized protein plant and
business located in Davenport, Iowa to Goodman Fielder Limited of
Sydney, Australia for $71,400,000. The 125 production and
administrative employees in Davenport are included in the sale
agreement. The sale is expected to close late in January 1998.
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
25,1997 26,1996 28, 1995
Meat Products 54.1% 52.6% 54.4%
Prepared Foods 26.5 28.1 28.0
Poultry, Fish, Other 19.4 19.3 17.6
100.0% 100.0% 100.0%
Item 1. BUSINESS--Continued
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, HOMELAND, LAYOUT PACK, LIGHT
& LEAN, LITTLE SIZZLERS, MARY KITCHEN, RANGE BRAND, ROSA
GRANDE, SANDWICH MAKER, SPAM, WRANGLERS, JENNIE-O, KID'S
KITCHEN, FAST 'N EASY, DUBUQUE, QUICK MEAL, OLD SMOKEHOUSE, and
HOUSE OF TSANG. The Company holds 15 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. Although, live pork producers are moving
toward larger and more efficient 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 1997 and 1996 are reported on page
29, Note K to the financial statements in the Annual Report to
Stockholders for 1997.
On October 25, 1997, the Company had unused lines of credit of
$24,475,000. A fee is paid for the availability of fixed
credit lines. Long-term debt consists of a private placement
of Senior Notes for $110,000,000 maturing October 15, 2002 and
October 15, 2006; and $64,400,000 of long-term notes,
denominated in Spanish Pesetas, used to purchase a 21.4 percent
equity interest in Campofrio Alimentacion, S.A., Madrid, Spain.
To provide an almost perfect hedge against currency
fluctuations, the investment in Campofrio was also made in
Pesetas. Other long-term debt includes $5,700,000 in small
issue Industrial Revenue Bonds of varying maturities and
$11,046,000 of promissory notes through 2008 secured by limited
partnership interests in the Federal Affordable Housing
Program.
Financial resources and anticipated funds from operations are
considered adequate to meet normal operating cash requirements
in 1998.
The Company has no customers the loss of which would have a
significant effect on the Company's business. During fiscal
year 1997, no customer accounted for more than 5.3% 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.
Item 1. BUSINESS--Continued
The Company continues to develop and introduce new products
each year. No new product in 1997 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 1997, 1996 and 1995,
respectively, were $8,580,000, $8,022,000, and $7,829,212.
There are 29 professional employees engaged in full time
research, 18 in the area of improving existing products and 11
in developing new products.
As of October 25, 1997, the Company had over 11,000 active
employees.
Livestock slaughtered by the parent company is purchased by
Company buyers, commission dealers, sale barns, terminal
markets or under long-term supply contracts at locations
principally in Minnesota, Iowa, Nebraska, Colorado 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
its major competitors, continues to implement options to
maximize the benefits of reduced volatility in the supply of
fresh pork through long-term contracts and supply agreements.
Products under the Hormel label are sold in all 50 states by
the parent Company. Products are sold by approximately 575
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; Osceola, Iowa; Fremont, Nebraska; 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. Power Logistics, Inc. operates a
distribution center for the Company at Osceola, Iowa.
Item 1. BUSINESS--Continued
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,the Heartland Food Company plant in Marshall,
Minnesota was purchased in October 1997.
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 Tulip International in Denmark. Hormel Foods
International owns Hormel FSC, Inc., a foreign sales
corporation, which engages in export related activities.
Hormel Foods International has offices in Australia, China and
Spain to increase the sales and marketing support in the
international marketplace. During 1997 a minority investment
was made in Campofrio Alimentacion, S.A.,Madrid, Spain.
VISTA INTERNATIONAL PACKAGING
Vista International Packaging, Inc., previously a subsidiary of
Hormel Foods International became 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 also sold its
Rochelle, Illinois slaughter and processing operations to
Rochelle Foods, Inc., a sister subsidiary of Dubuque Foods.
Dubuque Foods has co-packing arrangements with Rochelle Foods
and others to manufacture products under its brand names.
Item 1. BUSINESS--Continued
Executive Officers of the Registrant
(d)
Year
Which First
Elected
Name Office Age Officer
Joel W. Johnson Chairman of the Board, 54 1991
President and Chief
Executive Officer
Don J. Hodapp Executive Vice President 59 1969
& Chief Financial Officer
Gary J. Ray Executive Vice President 51 1988
Eric A. Brown Group Vice President, 51 1987
Prepared Foods
James W. Cole Group Vice President, 63 1990
Foodservice Group
David N. Dickson Group Vice President, 54 1989
International and
Corporate Development
Stanley E. Kerber Group Vice President, 59 1977
Meat Products
Michael J. McCoy Vice President and 50 1994
Treasurer
Richard W. Schlange Vice President and 62 1969
Controller
Mahlon C. Schneider Vice President and 58 1990
General Counsel
Richard A. Bross Vice President, 46 1995
Grocery Products
Forrest D. Dryden Vice President, Research 54 1987
& Development
Ronald W. Fielding Vice President, Hormel 45 1997
and President
Hormel Foods International
Jerry C. Figenskau Vice President, 57 1994
Specialty Products
James A. Jorgenson Vice President, 52 1990
Human Resources
Gary C. Paxton Vice President, 52 1992
Manufacturing
Item 1. BUSINESS--Continued
Year
Which First
Elected
Name Office Age Officer
Kenneth P. Regner Vice President, 60 1989
Engineering
James N. Rieth Vice President, Hormel 57 1981
and President and
Chief Executive Officer
Jennie-O Foods
Robert A. Slavik Vice President, 52 1993
Meat Products Sales
Thomas J. Leake Corporate Secretary 52 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. 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, on January 1, 1996 he was elected Treasurer and
on January 27, 1997 he was elected Vice President, Treasurer; Mr.
Ronald W. Fielding, Regional Manager, Oscar Mayer Foods Corporation
until being employed by the Company as Meat Products Regional Sales
Manager-Southwest Region on January 24, 1994; on June 5, 1995 he was
elected Vice President, Hormel Foods International Corporation; on
January 1, 1996 he was elected President, Hormel Foods International;
and on January 27, 1997 he was elected Vice President, Hormel and
President, Hormel Foods International.
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 217,000 Owned (Leased Out)
Processing 1,024,000 Owned
Fremont, Nebraska 637,000 Owned
Rochelle, Illinois 434,000 Owned
(Rochelle Foods, Inc.)
Processing Plants
Algona, Iowa 152,000 Owned
Austin, Minnesota Annex 83,000 Owned
Beloit, Wisconsin 338,000 Owned
Davenport, Iowa 148,000 Owned Sale Closing
1/98
Ft. Dodge, Iowa 17,000 Owned (Leased out)
Houston, Texas 93,000 Owned (Closed)
Knoxville, Iowa 130,000 Owned
Oklahoma City, Oklahoma 57,000 Owned
Osceola, Iowa Plant 333,000 Owned
Osceola, IA Dist.Center 235,000 Owned
Stockton, California 139,000 Owned
Tucker, Georgia 259,000 Owned
Wichita, Kansas 75,000 Owned
(Dold Foods, Inc.)
Aurora, Illinois 71,000 Owned
(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
Stagg Foods, Inc.
Hillsboro, Oregon 100,000 Owned (Closed)
Dan's Prize, Inc.
Long Prairie, 78,999 Owned
Minnesota-Plant
Item 2. PROPERTIES--continued
Jennie-O Foods, Inc.
Willmar, Minnesota-
Airport Plant 282,000 Owned
Willmar, Minnesota-
Benson Ave. Plant 79,000 Owned
Melrose, Minnesota-Plant 119,000 Owned
Turkey farms - acres 9,032 Owned
Henning, Minnesota- 5,200 Owned
Feed Mill
Atwater, Minnesota- 14,000 Owned
Feed Mill
Montevideo, Minnesota- 80,000 Owned
Pelican Rapids, Minnesota- 185,000 Owned
West Central Turkeys
Plant
Marshall, Minnesota
Heartland Foods-Plant 140,000 Owned
Vista International Packaging, Inc.
Kenosha, Wisconsin-Plant 61,000 Owned
Algona Food Equipment Company (AFECO)
Algona, Iowa-Plant 45,000 Owned
The Company has expansion or renovation projects in progress
at Austin, Minnesota; Osceola, Iowa; Fremont, Nebraska;
Rochelle, Illinois and at various Jennie-O locations.
The Company believes its operating facilities are well
maintained and suitable for current production volumes, and
after the completion of the expansion and renovation for all
volumes which are anticipated in the foreseeable future.
Item 3. LEGAL PROCEEDINGS
The Company knows of no pending material legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth
quarter of the 1997 fiscal year.
At the Annual Meeting of Stockholders to be held January 27,
1998 shareholders will vote on the following:
Approval of the Company's Operators' Share Incentive
Compensation Plan to enable certain compensation paid under
the Plan to qualify as deductible performance-based
compensation under Section 162(m) of the Internal Revenue
Code.
Approval of the Company's Long-Term Incentive Plan to enable
compensation paid under the Plan to qualify as deductible
performance-based compensation under Section 162(m) of the
Internal Revenue Code.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The high and low closing price of the Company's Common Stock
and the dividends per share declared for each fiscal quarter
of 1997 and 1996, respectively, are shown below:
1997 High Low Dividend
First Quarter 27-7/8 23-1/2 $.155
Second Quarter 27 23-7/8 $.155
Third Quarter 28-7/16 23-7/8 $.155
Fourth Quarter 32-1/2 28-1/16 $.155
1996 High Low Dividend
First Quarter 25-1/2 22-7/8 $.15
Second Quarter 27-3/4 24 $.15
Third Quarter 27 22-7/8 $.15
Fourth Quarter 24-1/4 20-1/2 $.15
Additional information about dividends,principal market of
trade and and number of stockholders on page 32 of the Annual
Stockholders' Report for the year ended October 25, 1997, 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 25,
1997, on pages 18 and 19 of the Annual Stockholders' Report
for the year ended October 25, 1997, 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 30 and 31 of the Annual
Stockholders' Report for the year ended October 25, 1997, is
incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements, including unaudited
quarterly data, on pages 20 through 29 and the Report of
Independent Auditors on page 29 of the Annual Stockholders'
Report for the year ended October 25, 1997 is 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 27, 1998,
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 25, 1997, under
"Executive Compensation" on pages 8 through 20 and
"Compensation of Directors" on page 5 of the definitive proxy
statement for the Annual Meeting of Stockholders to be
held January 27, 1998, 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 25, 1997, as
set forth on pages 7 and 8 of the definitive proxy
statement for the Annual Meeting of Stockholders to be held
January 27, 1998, 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 25, 1997, as set forth on page 13 of the
definitive proxy statement for the Annual Meeting of
Stockholders to be held January 27, 1998, 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, 1997
announcing the election of John R. Block and Joseph T.
Mallof as directors of the Company replacing retiring
Board members Earl B. Olsen and Ray V. Rose.
The Company filed a Form 8-K on December 17, 1997
announcing the sale of its Davenport, Iowa
gelatin/specialized proteins plant to Goodman Fielder
Limited of Sydney, Australia for $71,400,000. The sale
is scheduled to close in January 1998.
(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 23, 1998
Joel W. Johnson, Chairman of the Board,
President and Chief Executive Officer Date
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, Chief Executive
/s/Joel W. Johnson 1/23/98 Officer and Director
Joel W. Johnson Date (Principal Executive Officer)
Executive Vice President
and Chief Financial Officer
and Director
/s/ Don J. Hodapp 1/23/98 (Principal Financial and
Don J. Hodapp Date Accounting Officer)
/s/ Gary J. Ray 1/23/98 Executive Vice President
Gary J. Ray Date and Director
Group Vice President
/s/ Eric A. Brown 1/23/98 Prepared Foods Group
Eric A. Brown Date and Director
/s/ James W. Cole 1/23/98 Group Vice President
James W. Cole Date Foodservice Group and Director
Group Vice President
International and
/s/ David N. Dickson 1/23/98 Corporate Development
David N. Dickson Date and Director
/s/ Stanley E. Kerber 1/23/98 Group Vice President
Stanley E. Kerber Date Meat Products Group
and Director
/s/ John W. Allen 1/23/98 Director
John W. Allen Date
/s/ John R. Block 1/23/98 Director
John R. Block Date
/s/ William S. Davila 1/23/98 Director
William S. Davila Date
/s/ E. Peter Gillette Jr. 1/23/98 Director
E. Peter Gillette Jr. Date
/s/ Luella G. Goldberg 1/23/98 Director
Luella G. Goldberg Date
/s/ Geraldine M. Joseph 1/23/98 Director
Geraldine M. Joseph Date
/s/ Joseph T. Mallof 1/23/98 Director
Joseph T. Mallof Date
/s/ Dr. Robert R. Waller 1/23/98 Director
Dr. Robert R. Waller Date
F-1
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 25, 1997
HORMEL FOODS CORPORATION
Austin, Minnesota
F-2
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 25, 1997
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 25, 1997, are incorporated
herein by reference in Item 8 of Part II of this report:
Consolidated Statements of Financial Position--October 25, 1997 and
October 26, 1996.
Consolidated Statements of Operations--Years Ended October 25, 1997,
October 26, 1996 and October 28, 1995.
Consolidated Statements of Changes in Shareholders' Investment--Years
Ended October 25, 1997, October 26, 1996 and October 28, 1995.
Consolidated Statements of Cash Flows--Years Ended October 25, 1997,
October 26, 1996 and October 28, 1995.
Notes to Financial Statements--October 25, 1997.
Report of Independent Auditors
The following consolidated financial statement schedule of Hormel
Foods Corporation required pursuant to Item 14(d) is 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.
F-3
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
Expenses
Describe
Describe
Period
Valuation reserve deduction
from assets account:
Fiscal year ended
October 25, 1997
Allowance for
doubtful accounts
receivable
$1,413
$757
$(140)(3)
$ 822 (1)
$1,273
(65) (2)
Fiscal year ended
October 26, 1996
Allowance for
doubtful accounts
receivable
$1,413
$453
$0
$ 542 (1)
$1,413
(89) (2)
Fiscal year ended
October 28, 1995
Allowance for
doubtful accounts
receivable
$1,413
$971
$0
$1,189 (1)
$1,413
(218) (2)
Note (1) - Uncollectible accounts written off.
Note (2) - Recoveries on accounts previously written off.
Note (3) - Reserve on records of Farm Fresh Catfish Company before
the sale occurred during Fiscal 1997.
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 26, 1996.)
**(3) B-1 By-laws as amended to date.
(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) Statement Regarding Computation of Per Share Earnings.
(12) None.
**(13) Pages 17 through 32 of the Annual Report to
Stockholders for fiscal year ended October 25, 1997.
(18) None.
(19) None.
(22) None.
**(23) Consent of Independent Auditors.
(24) None.
(25) None.
**(27) Financial Data Schedule
**(99) Proxy Statement for the Annual Meeting of Stockholders
to be held January 27, 1998.
* Document has previously been filed with the Securities and
Exchange Commission and is incorporated herein by reference.
** These Exhibits transmitted via EDGAR.
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 previously determine.
5. A. 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 properly be brought before the
meeting. (Amended November 15, 1938; June 14, 1954; April 18,
1966; October 28, 1968; April 28, 1969; December 20, 1984)
B. To be properly brought before the annual meeting of stockholders,
business must be (1) specified in the notice of the meeting, (2)
directed to be brought before the meeting by the Board of
Directors or (3) proposed at the meeting by a stockholder who (i)
was a stockholder of record at the time of giving the notice
provided for in these Bylaws, (ii) is entitled to vote at the
meeting, and (iii) gives prior notice of the matter, which must
otherwise be a proper matter for stockholder action, in the
manner herein provided. For business to be properly brought
before the annual meeting by a stockholder, the stockholder must
give written notice to the Secretary of the corporation so as to
be received at the principal executive offices of the corporation
at least ninety (90) days before the date that is one year after
the prior year's annual meeting. Such notice shall set forth (1)
the name and record address of the stockholder, (2) the class and
number of shares of the corporation owned by the stockholder, (3)
a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business,
and (4) any material interest in such business of the
stockholder. The chairman of the meeting may refuse to
acknowledge any proposed business not made in compliance with the
foregoing procedure. (Added 7-22-96)
C. Nominations of persons for election as Directors may be made at
the annual meeting of stockholders (a) by or at the direction of
the Board of Directors or (b) by any stockholder who (1) was a
stockholder of record at the time of giving of the notice
provided for in these Bylaws, (2) is entitled to vote at the
meeting and (3) gives prior notice of the nomination in the
manner herein provided. For a nomination to be properly made by
a stockholder, the stockholder must give written notice to the
Secretary of the corporation so as to be received at the
principal executive offices of the corporation at least ninety
(90) days before the date that is one year after the prior year's
regular meeting. Such notice shall set forth (a) as to the
stockholder giving the notice: (i) the name and record address
of the stockholder, and (ii) the class and number of shares of
the corporation owned by the stockholder; and (b) as to each
person the stockholder proposes to nominate: (i) the name,
business address and residence address of the person, (ii) the
principal occupation or employment of the person and (iii) the
class and number of shares of the corporation's capital stock
beneficially owned by the person. The chairman of the meeting
may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure. (Added 7-22-96)
6. The holders of a majority of the stock issued and outstanding, 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 represented at any meeting of the
stockholders, the stockholders 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 examination 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 Directors shall be established from
time to time by resolution 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 Director, 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 transaction 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 meeting of the Board; PROVIDED, That nothing herein contained
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 resolutions, passed by a
majority of the whole Board, designate 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 exercise the powers
of the Board of Directors in the management 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 proceedings and
report the same to the Board at each regular meeting.
VACANCIES
22. In case of any vacancy in the Board of Directors by reason 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 perform 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 majority 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 President, 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 seniority on the Board, then in the order
of their seniority 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 powers 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 belonging 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 designated 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 possession 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 powers 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 sufficient, 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 constituted 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 capital stock shall
go into effect; PROVIDED, however, that in lieu of closing the stock
transfer books as aforesaid, 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 recognize 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
certificate, require the owner of the lost or destroyed certificate,
or his legal representative, to give the corporation 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 certificate; 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 incorporation, 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 dividends 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, EMPLOYEES AND AGENTS
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 in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(a "proceeding") 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. Notwithstanding any other provision of these
Bylaws and except as otherwise specifically provided for herein, the
corporation shall be required to indemnify an officer in connection
with a proceeding (or part thereof including any counterclaim in any
proceeding) commenced by such officer only if the commencement of such
proceeding (or part thereof including any counterclaim in any
proceeding) by the officer was authorized by the Board of Directors.
As used in this Bylaw: (i) the term officer means any person who is,
was or may hereafter be a director, officer, 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
enterprise and the rights of indemnification under this Bylaw shall
inure to the benefit of the heirs and legal representatives 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 connection 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.
The corporation's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise shall be
reduced by any amount such Indemnitee may collect as indemnification
or advancement of expenses from, or insurance related to, such other
corporation, partnership, joint venture, trust, or other enterprise.
(Bylaw 42 added November 20, 1967; amended May 27, 1980; July 28,
1997)
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.
HORMEL FOODS CORPORATION
Item 14 a (3) of Form 10-K
EXHIBIT 11 - Statement Regarding Computation of Per Share Earnings
Year Ended
October 25, 1997
October 26, 1996
October 28, 1995
Primary:
Average Share Outstanding
76,494,846
76,506,427
76,689,386
Net effect of dilutive stock
options based on the
treasury stock method using
average market price
381,865
178,166
297,276
Total Shares
76,876,711
76,684,593
76,986,662
Net Income
$109,492,000
$79,408,000
$120,436,000
Per Share Amount
$1.42
$1.04
$1.56
Fully Diluted:
Average Shares Outstanding
76,494,846
76,506,427
76,689,386
Net effect of dilutive stock
options based on the
treasury stock method using
the year-end market price if
higher than average price
570,825
178,166
297,276
Total Shares
77,065,671
76,684,593
76,986,662
Net Income
$109,492,000
$79,408,000
$120,436,000
Per Share Amount
$1.42
$1.04
$1.56
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10K) of Hormel Foods Corporation of our report dated November 24, 1997,
included in the 1997 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 Registration Statement
Number 333-17327 on Form S-3 dated December 5, 1996, 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 27, 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 10, 1991, and in
Registration Statement Number 33-45408 on Form S-8 dated January 31, 1992,
of our report dated November 24, 1997, 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 23, 1998