As filed with the Securities and Exchange Commission on
December 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41- 0319970
(State or other jurisdiction of incorporation or
organization) (I.R.S Employer
Identification
No.)
1 Hormel Place
Austin, Minnesota 55912
(507) 437-5737
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)
Thomas J. Leake, Esq. Copies to: Robert A. Rosenbaum,
Esq.
Corporate Secretary Dorsey & Whitney LLP
Hormel Foods Corporation Pillsbury Center South
1 Hormel Place 220 South Sixth Street
Austin, Minnesota 55912 Minneapolis, Minnesota 55402
(507) 437-5209 (612) 340-5681
(Name, address, including zip code, and telephone number,
including area
code, of agent for service)
Approximate date of commencement of proposed sale to the
public: From time
to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to
dividend or interest reinvestment
plans, please check the following box. n
If any of the securities being registered on this Form are
to be offered on a
delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in
connection with dividend or interest
reinvestment plans, check the following box. n x
If this Form is filed to register additional securities for
an offering pursuant to
Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement
number of the earlier effective registration
statement for the same offering. n
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under
the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier
effective registration statement for the same
offering. n
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please
check the following box. n
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate
Registration
to be Registered Registered Per Share* Offering
Price* Fee
Common Stock
($.20 par value) 1,709,398 $26.0625 $44,551,186
$13,501
* Estimated solely for purposes of computing the
registration fee and based
upon the average of the high and low sales prices
for such Common Stock on November 29, 1996, as reported on
the New York
Stock Exchange.
The Registrant hereby amends this Registration
Statement on such date
or dates as may be
necessary to delay its effective date until the Registrant
shall file a further
amendment which specifically
states that this Registration Statement shall thereafter
become effective in
accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration
Statement shall become
effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy
be accepted prior to the time the registation statement becomes
effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale
would be unlawful prior to registration or
qualification under the securities law of any such
state.
SUBJECT TO COMPLETION, DATED DECEMBER 5, 1996
PROSPECTUS
HORMEL FOODS CORPORATION
_________________
1,709,398 Shares
of
Common Stock
($.1172 par value)
_________________
This Prospectus relates to an aggregate of 1,709,398 shares
(the "Shares") of
Common Stock, par
value $.1172 per share (the "Common Stock"), of Hormel
Foods Corporation, a
Delaware corporation
("Hormel" or the "Company"), that may be sold from time
to time by the
stockholders named herein (the
"Selling Stockholders"). See "Selling Stockholders."
The Company will not
receive any proceeds from the
sale of the Shares. The Company has agreed to pay the
expenses of registration
of the Shares, including
certain legal and accounting fees.
Any or all of the Shares may be offered from time to time in
transactions on the
New York Stock
Exchange, in brokerage transactions at prevailing market
prices or in
transactions at negotiated prices.
See "Plan of Distribution."
The Shares offered hereby have not been registered under the
blue sky or
securities laws of any
jurisdiction, and any broker or dealer should assure the
existence of an
exemption from registration or
effectuate such registration in connection with the offer
and sale of the Shares.
The Common Stock is traded on the New York Stock Exchange
under the
symbol "HRL." On
November 29, 1996, the closing price of the Common Stock on
the New York
Stock Exchange was $26.00
per share.
_________ ________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
No person has been authorized to give any information or to
make any
representations other than
those contained in this Prospectus in connection with the
offer contained herein,
and, if given or made,
such information or representations must not be relied upon
as having been
authorized by the Company.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to
buy, any securities
offered hereby in any jurisdiction in which it is not lawful
or to any person to
whom it is not lawful to
make any such offer or solicitation. Neither the delivery
of this Prospectus nor
any sale made hereunder
shall, under any circumstances, create any implication that
information herein is
correct as of any time
subsequent to the date hereof.
The date of this Prospectus is December 5, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities
Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance
therewith files reports,
proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").
Such reports, proxy
statements and other information filed by the Company can be
inspected and
copied at the public
reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C.
20549, and at the
Commission's regional offices at 7 World Trade Center, Suite
1300, New York,
New York 10048 and
CitiCorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.
Copies of such materials
can be obtained from the Public Reference Section of the
Commission at 450 Fifth
Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
also maintains a
World Wide Web site which
provides on-line access to registration statements, reports,
proxy and
information statements and other
information regarding registrants that file electronically
with the Commission at
the address
"http://www.sec.gov." In addition, the Common Stock of
the Company is
listed on the New York Stock
Exchange, and reports, proxy statements and other
information concerning the
Company can also be
inspected at the offices of the New York Stock Exchange, 20
Broad Street, New
York, New York 10005.
This Prospectus does not contain all the information set
forth in the Registration
Statement and exhibits
thereto which the Company has filed with the Commission
under the Securities
Act of 1933, as amended
(the "Securities Act"), and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed
with the
Commission are hereby
incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended
October 28, 1995;
(b) the Quarterly Report on Form 10-Q for the quarter ended
January 31,
1996;
(c) the Quarterly Report on Form 10-Q for the quarter ended
April 30, 1996;
(d) the Quarterly Report on Form 10-Q for the quarter ended
July 31, 1996;
(e) the Current Report on Form 8-K dated October 15, 1996;
(f) the Current Report on Form 8-K dated November 1, 1996;
and
(g) the description of the Company's Common Stock contained
in the
Company's Registration
Statement filed pursuant to Section 12 of the Exchange Act
and any amendment
or report
filed for the purpose of updating any such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d)
of the Exchange
Act subsequent to the date of this Prospectus and prior to
the termination of the
offering of the Common
Stock shall be deemed to be incorporated by reference into
this Prospectus and
to be a part hereof from
the respective dates of filing of such documents. Any
statement contained
herein or in a document all or
part of which is incorporated or deemed to be incorporated
by reference herein
shall be deemed to be
modified or superseded for purposes of this Prospectus to
the extent that a
statement contained herein or
in any subsequently filed document which also is or is
deemed to be
incorporated by reference herein
modifies or supersedes such statement. Any such statement
so modified or
superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this
Prospectus.
The Company will provide without charge to any person to
whom this
Prospectus is delivered,
upon the written or oral request of such person, a copy of
any or all of the
foregoing documents
incorporated herein by reference (other than certain
exhibits to such documents).
Requests for such
copies should be directed to Thomas J. Leake, Esq.,
Corporate Secretary, Hormel
Foods Corporation, 1
Hormel Place, Austin, Minnesota 55912, telephone number
(507) 437-5209.
HORMEL FOODS CORPORATION
General
The Company, headquartered in Austin, Minnesota, is a
multinational food
products company.
The Company's principal products are meat and other food
products which are
sold fresh, frozen, cured,
smoked, cooked and canned. The Company sells these products
directly and
through its subsidiaries. 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. In addition to
these subsidiaries, the Company has established joint
ventures in Mexico, China
and Australia and has
sales personnel in England and Australia.
The Company is primarily engaged in the production of a
variety of meat and
food products and
the marketing of these products throughout the United
States. Although pork
remains the major raw
material for its 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 in
recent years have
included a variety of
branded turkey products produced and sold under the Jennie-
O label and
products produced and sold in
the fast growing ethnic food market, including the Company's
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 products can be categorized into three general
product groups:
meat products,
prepared foods, and poultry, fish and other foods. Meat
products include 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.
Poultry, fish and other
products include Jennie-O turkey products and Farm Fresh
catfish products.
These product groups
accounted for approximately 54.4%, 28.0% and 17.6%,
respectively, of the
Company's total revenues for the
year ended October 28, 1995.
Products under the Hormel label are sold in all 50 states
and in several foreign
countries.
Products are sold by approximately 540 sales personnel
operating in assigned
territories coordinated from
district sales offices located in most of the larger U.S.
cities, and by
approximately 450 brokers and
distributors. Distribution of products to customers is by
common carrier.
The Company was incorporated under the laws of the State of
Delaware in 1928.
The Company's
principal offices are located at 1 Hormel Place, Austin,
Minnesota 55912-3680,
and its telephone number
at that address is (507) 437-5737. For further information
concerning the
Company, see the documents
incorporated by reference herein as described under
"Incorporation of Certain
Documents by Reference."
Recent Developments
On October 15, 1996, the Company completed the acquisition
of Stagg Foods,
Inc. ("Stagg") for
$40.0 million of Hormel Common Stock. The Company also paid
$10.0 million
in cash to the former Stagg
shareholders under a five-year noncompete agreement. Stagg,
based in Costa
Mesa, California, is a leading
manufacturer of chili, baked beans and beef stew products
for retail stores, club
stores and food service
outlets, and serves eleven major markets on the West Coast
and in the Pacific
Northwest.
On October 18, 1996, the Company announced the completion of
a private
placement of $110
million of Senior Notes which mature on October 15, 2002 and
October 15, 2006.
Proceeds from the
offering of Senior Notes will be used for the construction
of a meat
products/foodservice processing plant
and distribution center in Osceola, Iowa, and for other
general corporate
purposes.
On November 1, 1996, the Company signed a letter of intent
for a sale of assets
of its wholly
owned subsidiary, Farm Fresh Catfish Company ("Farm
Fresh"), based in
Hollandale, Mississippi. Farm
Fresh raises, slaughters and distributes farm-raised catfish
through a network of
dealers, primarily in the
southeastern United States. In connection with entering
into the letter of intent
to sell Farm Fresh, the
Company announced that it would take an after-tax charge of
$5.4 million
against its 1996 fiscal year
earnings.
On November 27, 1996, the Company announced earnings of
$79,408,000, or
$1.04 per share, for
the fiscal year ended October 26, 1996. The Company's 1996
fiscal year earnings
represent a decline of
34.1% from earnings of $120,436,000, or $1.57 per share, for
the fiscal year ended
October 28, 1995.
SELLING STOCKHOLDERS
The following table sets forth certain information as to the
maximum number of
Shares that may
be sold by each of the Selling Stockholders pursuant to this
Prospectus. None of
such Selling Stockholders
beneficially owned any other shares of the Company's Common
Stock as of
October 31, 1996.
Number of
Shares Owned Number of
Prior to the Shares Offered
Name Offering Hereby
Clement L. Hirsch, Jr. (1) 539,811 539,811
Gregory L. Hirsch 278,902 278,902
Lynne C. Pearse (2) 206,927 206,927
Janice L. Vitti (3) 206,927 206,927
Casey C. Hirsch 206,927 206,927
Macdonald Bowyer 89,968 89,968
Kristen Vitti 89,968 89,968
John A. Vitti (4) 89,968 89,968
Totals 1,709,398 1,709,398
_____________
(1) All of such shares are held in a trust for the benefit
of Clement L. Hirsch,
Jr., for which trust Clement
L. Hirsch, Jr. serves as trustee.
(2) All of such shares are held in a trust for the benefit
of Lynne C. Pearse, for
which trust Lynne C.
Pearse serves as trustee.
(3) All of such shares are held in a trust for the benefit
of Janice L. Vitti, for
which trust Janice L. Vitti
serves as trustee.
(4) All of such shares are held in a trust for the benefit
of John A. Vitti, for
which trust Janice L. Vitti
serves as trustee.
The Selling Stockholders are the sole former shareholders of
Stagg. The Selling
Stockholders
acquired the Shares in connection with Hormel's acquisition
of Stagg on October
15, 1996. Pursuant to
the Stagg acquisition, Hormel acquired all of the issued and
outstanding shares
of common stock of Stagg
in exchange for the Shares.
USE OF PROCEEDS
The Shares will be offered and sold by the Selling
Stockholders for their own
accounts. The
Company will not receive any proceeds from the sale of the
Shares pursuant to
this Prospectus. The
Company has agreed to pay the expenses of registration of
the Shares, including
up to $15,000 of legal
and accounting fees of the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell the Shares from
time to time in
transactions on the
New York Stock Exchange, in brokerage transactions at
prevailing market prices
or in transactions at
negotiated prices. Sales may be made to or through brokers
or dealers who may
receive compensation in
the form of discounts, concessions or commissions from the
Selling Stockholders
or the purchasers of
Shares for whom such brokers or dealers may act as agent or
to whom they may
sell as principal, or both.
As of the date of this Prospectus, the Company is not aware
of any agreement,
arrangement or
understanding between any broker or dealer and the Selling
Stockholders.
The Selling Stockholders and any brokers or dealers acting
in connection with
the sale of the
Shares hereunder may be deemed to be "underwriters" within
the meaning of
Section 2(11) of the
Securities Act, and any commissions received by them and any
profit realized by
them on the resale of
Shares as principals may be deemed underwriting compensation
under the
Securities Act.
EXPERTS
The consolidated financial statements incorporated by
reference in this
Prospectus and elsewhere
in the Registration Statement have been audited by Ernst &
Young LLP,
independent auditors, as set forth
in their report thereon included therein and incorporated
herein by reference.
Such consolidated financial
statements are incorporated herein by reference in reliance
upon such report
given upon the authority of
such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed
upon for the Company
by Dorsey &
Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
No dealer, salesperson or any other
person has been authorized to give any
information or to make any representations
other than those contained in this Prospectus,
and, if given or made, such information or
representations must not be relied upon as
having been authorized by the Company, any
Selling Shareholder or any other person. This
Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy to any person in
any jurisdiction in which such offer or
solicitation would be unlawful or to any person
to whom it is unlawful. Neither the delivery of
this Prospectus nor any offer or sale made
hereunder shall, under any circumstances, create
any implication that there has been no change in
the affairs of the Company or that the
information contained herein is correct as of any
time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents By
Reference 2
Hormel Foods Corporation 3
Selling Stockholders 4
Use of Proceeds 4
Plan of Distribution 4
Experts 5
Legal Matters 5
1,709,398 Shares
HORMEL FOODS CORPORATION
Common Stock
_____________
PROSPECTUS
_____________
, 1996
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee $ 13,501
Accounting Fees and Expenses 5,000
Legal Fees and Expenses 6,000
Miscellaneous 499
Total 25,000
All fees and expenses other than the SEC registration fee
are estimated. The
expenses listed above
will be paid by the Company.
Item 15. Indemnification of Officers and Directors
Pursuant to the Delaware General Corporation Law (the
"DGCL"), a corporation
may indemnify any
person in connection with any threatened, pending or
completed action, suit or
proceeding, whether civil,
criminal, administrative or investigative (other than a
derivative action by or in
the right of such
corporation) who is or was a director, officer, employee or
agent of such
corporation, or serving at the
request of such corporation in such capacity for another
corporation,
partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines
and amounts paid in
settlement actually and reasonably incurred in connection
with such action, suit
or proceeding, if such
person acted in good faith and in a manner he or she
reasonably believed to be
in or not opposed to the
best interests of such corporation, and, with respect to any
criminal action or
proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under
similar
circumstances for expenses
(including attorneys fees) actually and reasonably incurred
by such persons in
connection with the
defense or settlement of a derivative action, except that no
indemnification shall
be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be
liable to such corporation
unless the Court of Chancery or the court in which such
action or suit was
brought shall determine upon
application that such person is fairly and reasonably
entitled to indemnity for
such expenses which such
court shall deem proper.
Article Eleventh of the Company's Certificate of
Incorporation, as amended,
provides that a
director shall not be liable to the Company or its
stockholders for monetary
damages for a breach of
fiduciary duty as a director, except for liability (i) for
any breach of the director's
duty of loyalty to the
Company 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 the
Delaware statutory
provision making directors
personally liable for unlawful dividends or unlawful stock
repurchases or
redemptions or (iv) for any
transaction for which the directors derived an improper
personal benefit.
The Bylaws of the Company provide that the directors,
officers, employees and
agents of the
Company shall be indemnified to the fullest extent permitted
by Delaware law.
The Company maintains a standard policy of officers' and
directors' insurance.
Item 16. List of Exhibits
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
to this
Registration
Statement).
24 Power of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-
effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-
effective amendment
thereof)
which, individually or in the aggregate, represent a
fundamental change to such
information in the registration statement. Notwithstanding
the foregoing, any
increase or
decrease in volume of securities offered (if the total
dollar value of securities
offered
would not exceed that which was registered) and any
deviation from the low or
high end
of the estimated maximum offering range may be reflected in
the form of
prospectus filed
with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the
aggregate,
the changes in volume and price represent no more than a 20%
change in the
maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in
the
effective registration statement; and
(iii) To include any material information with respect
to the plan of
distribution not previously disclosed in the registration
statement or any
material change
in the information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the
registration statement
is on Form S-3 or Form S-8, and the information required to
be included in a
post-effective
amendment by those paragraphs is contained in periodic
reports filed by the
registrant pursuant
to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are
incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act
of
1933, each such post-effective amendment shall be deemed to
be a new
registration statement
relating to the securities offered therein, and the offering
of such securities at
that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any
of the
securities being registered which remain unsold at the
termination of the
offering.
The undersigned registrant hereby undertakes that, for
purposes of determining
any liability
under the Securities Act of 1933, each filing of the
registrant's annual report
pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing
of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of
1934) that is incorporated
by reference in the registration statement shall be deemed
to be a new
registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall
be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933
may be permitted
to directors, officers, and controlling persons of the
registrant pursuant to the
foregoing provisions, or
otherwise, the registrant has been advised that, in the
opinion of the Securities
and Exchange Commission,
such indemnification is against public policy as expressed
in the Act and is,
therefore, unenforceable. In
the event that a claim for indemnification against
liabilities (other than the
payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the
registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or
controlling person in
connection with the securities being registered, the
registrant will, unless in the
opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of
appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed
in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has
caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto
duly authorized, in the
City of Austin, State of Minnesota, on December 5, 1996.
HORMEL FOODS CORPORATION
By /s/ Joel W. Johnson
_______
Joel W. Johnson
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration
Statement has been
signed by the following persons in the capacities and on the
dates indicated.
By /s/ Joel W. Johnson __ _____ ___
Dated: December 5, 1996
Joel W. Johnson
Chairman of the Board, President,
Chief Executive Officer and Director
(principal executive officer)
By /s/ Don J. Hodapp________ __ ____ Dated:
December 5, 1996
Don J. Hodapp
Executive Vice President,
Chief Financial Officer and Director
(principal financial and accounting officer)
By /s/ Gary J. Ray
Dated: December 5,
1996
Gary J. Ray
Executive Vice President and Director
By /s/ James W. Cole
Dated: December 5, 1996
James W. Cole
Group Vice President
Foodservice Group and Director
By /s/ David N. Dickson
Dated: December 5,
1996
David N. Dickson
Group Vice President
International and Corporate Development
and Director
By /s/ Stanley E. Kerber
Dated: December 5, 1996
Stanley E. Kerber
Group Vice President
Meat Products Group and Director
By /s/ Robert F. Patterson
Dated: December 5, 1996
Robert F. Patterson
Group Vice President
Prepared Foods Group and Director
By /s/ John W. Allen
Dated: December 5,
, 1996
John W. Allen
Director
By /s/ William S. Davila
Dated: December 5,
1996
William S. Davila
Director
By /s/ E. Peter Gillette Jr.
Dated: December 5,
1996
E. Peter Gillette Jr.
Director
By /s/ Luella G. Goldberg
Dated: December 5,
1996
Luella G. Goldberg
Director
By /s/ Geraldine M. Joseph
Dated: December 5, 1996
Geraldine M . Joseph
Director
By /s/ Earl B. Olson
Dated: December 5
, 1996
Earl B. Olson
Director
By /s/ Ray V. Rose
Dated: December 5,
1996
Ray V. Rose
Director
By /s/ Dr. Robert R. Waller
Dated: December 5, 1996
Dr. Robert R. Waller
Director
EXHIBIT INDEX
Exhibit No. Description Page
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24 Power of Attorney
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
December 5, 1996
Hormel Foods Corporation
1 Hormel Place
Austin, Minnesota 55912
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Hormel Foods Corporation, a
Delaware corporation
(the "Company"), in connection with a Registration
Statement on Form S-3 (the
"Registration
Statement") to be filed with the Securities and Exchange
Commission under the
Securities Act of
1933, as amended, relating to the sale of up to 1,709,398
shares of common stock
of the
Company, par value $.1172 per share ("Common Stock"), of
which all such
shares will be sold
from time to time by the Selling Stockholders named in the
Registration
Statement, on the New
York Stock Exchange or otherwise, directly or through
underwriters, brokers or
dealers.
We have examined such documents and have reviewed such
questions of law as
we have considered necessary and appropriate for the
purposes of our opinions
set forth below.
In rendering our opinions set forth below, we have assumed
the authenticity of
all documents
submitted to us as originals, the genuineness of all
signatures and the conformity
to authentic
originals of all documents submitted to us as copies. We
have also assumed the
legal capacity
for all purposes relevant hereto of all natural persons and,
with respect to all
parties to
agreements or instruments relevant hereto other than the
Company, that such
parties had the
requisite power and authority (corporate or otherwise) to
execute, deliver and
perform such
agreements or instruments, that such agreements or
instruments have been duly
authorized by
all requisite action (corporate or otherwise), executed and
delivered by such
parties and that
such agreements or instruments are the valid, binding and
enforceable
obligations of such
parties. As to questions of fact material to our opinions,
we have relied upon
certificates of
officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the
shares of Common Stock
to be sold by the Selling Stockholders pursuant to the
Registration Statement
have been duly
authorized by all requisite corporate action and are validly
issued, fully paid
and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota
and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an
exhibit to the Registration
Statement and to the reference to our firm under the heading
"Legal Matters" in
the Prospectus
constituting part of the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
RAR
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the
Registration
Statement (Form S-3) and related Prospectus of Hormel Foods
Corporation for
the registration of
1,709,398 shares of its common stock and to the
incorporation by reference
therein of our
reports dated November 21, 1995, with respect to the
consolidated financial
statements of
Hormel Foods Corporation incorporated by reference in its
Annual Report
(Form 10-K) for the
year ended October 28, 1995 and the related financial
statement schedule
included therein, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
November 30, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears
below
constitutes and appoints each of Joel W. Johnson, Don J.
Hodapp and Thomas J.
Leake, with full
power to each to act without the other, his true and lawful
attorney-in-fact and
agent with full
power of substitution, for him and in his name, place and
stead, in any and all
capacities, to sign
the Registration Statement on Form S-3 of Hormel Foods
Corporation (the
"Company") relating
to an aggregate of 1,709,398 shares of Company Common Stock
that may be sold
from time to
time by the former shareholders of Stagg Foods, Inc., and
any or all amendments
or
post-effective amendments thereto, and to file the same,
with all exhibits thereto,
and other
documents in connection therewith, with the Securities and
Exchange
Commission, and to file
the same with such state commissions and other agencies as
necessary, granting
unto each such
attorney-in-fact and agent full power and authority to do
and perform each and
every act and
thing requisite and necessary to be done in and about the
premises, as fully to all
intents and
purposes as he might or could do in person, hereby ratifying
and confirming all
that each such
attorney-in-fact and agent, or his substitute, may lawfully
do or cause to be done
by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed
on this 5th
day of
December, 1996, by the following persons.
/s/ Joel W. Johnson
/s/ Don J. Hodapp
Joel W.
Johnson Don J. Hodapp
/s/ Gary J. Ray
/s/ James
W. Cole
Gary J. Ray
James W.
Cole
/s/ David N. Dickson
/s/ Stanley E. Kerber
David N. Dickson Stanley E. Kerber
/s/ Robert F. Patterson
/s/ John W. Allen
Robert F. Patterson John W. Allen
/s/ William S. Davila
/s/ E. Peter Gillette Jr.
William S. Davila E. Peter Gillette Jr.
/s/ Luella G. Goldberg
/s/ Geraldine M. Joseph
Luella G. Goldberg Geraldine M. Joseph
/s/ Earl B. Olson
/s/ Ray V. Rose
Earl B. Olson Ray V. Rose
/s/ Dr. Robert R. Waller
Dr. Robert R. Waller
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