8-K/A 1 a2050815z8-ka.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------------------- FORM 8-K /A CURRENT REPORT AMENDMENT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2001 HORMEL FOODS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-2402 41-0319970 ---------------------------------- ---------------------------------- (Commission File Number) (IRS Employer Identification Number) 1 HORMEL PLACE, AUSTIN, MINNESOTA 55912 ----------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (507) 437-5737 ----------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Form 8-K, Current Report, dated March 9, 2001: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (b) Pro Forma Financial Information. 1. Unaudited pro forma condensed combined financial statements, with updated adjustments, for Hormel Foods Corporation and Jerome Foods, Inc. as of October 28, 2000 and for the 12 month period then ended. 2. Unaudited pro forma condensed combined financial statements for Hormel Foods Corporation and Jerome Foods, Inc. as of January 27, 2001 and for the 3 month period then ended. (c) Exhibits 99.3a Unaudited pro forma condensed combined financial statements for Hormel Foods Corporation and Jerome Foods, Inc. as of October 28, 2000 and for the 12 month period then ended. 99.3b Unaudited pro forma condensed combined financial statements for Hormel Foods Corporation and Jerome Foods, Inc. as of January 27, 2001 and for the 3 month period then ended. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Hormel Foods Corporation ------------------------ (Registrant) Date May 30, 2001 ----------------------- By /s/ M. J. McCoy --------------- M. J. McCoy Senior Vice President and Chief Financial Officer 2 PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) The unaudited pro forma condensed combined financial statements give effect to the transaction between Hormel Foods Corporation and Jerome Foods, Inc. (d/b/a The Turkey Store Company). The Turkey Store Company financial statements have been adjusted to exclude operations and assets not acquired by Hormel Foods Corporation. The unaudited pro forma condensed combined financial statements have been prepared on the basis of assumptions described in the notes to the unaudited pro forma condensed combined financial statements and include assumptions relating to the allocation of the consideration paid by Hormel Foods Corporation for the common stock of The Turkey Store Company, based on preliminary estimates of the respective fair values. The actual allocation of such consideration may differ from that reflected in the unaudited pro forma condensed combined financial statements after an appropriate review of the fair values of the assets and liabilities of The Turkey Store Company has been completed. Amounts allocated will be based upon the estimated fair values at the time of the transaction which could vary significantly from the amounts reflected in the unaudited pro forma condensed combined financial statements. The transaction will be accounted for using the purchase method of accounting. PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED) The unaudited pro forma condensed combined statements of operations for the year ended October 28, 2000 and the quarter ended January 27, 2001 have been prepared by combining the Hormel Foods Corporation audited statement of operations for the fiscal year ended October 28, 2000 and the unaudited statement of operations for the quarter ended January 27, 2001 with the respective unaudited statements of the Turkey Store Company for the 52 weeks ended November 4, 2000 and the 12 weeks ended January 27, 2001, both adjusted to give effect to the transaction as if it had occurred on October 31, 1999. The unaudited pro forma condensed combined statements do not reflect actual results of operations of the combined companies which would have resulted had the transaction occurred as of the date presented. The unaudited pro forma condensed combined statements of operations attempt to reflect the impact of depreciation of fixed asset write-ups, amortization of intangibles, elimination of certain expenses and interest on debt. The unaudited pro forma condensed combined statements of operations do not attempt to reflect any anticipated synergy advantages or expenses incurred with the combining of the business of Jennie-O Foods, a wholly owned subsidiary of Hormel Foods Corporation, and The Turkey Store Company. Synergies from the acquisition are expected to include: o Formation of the industry's most complete supplier of high-quality, branded turkey products, enjoying the broadest distribution across the retail, foodservice and deli channels; o Opportunity to extend the JENNIE-O and THE TURKEY STORE brands into new distribution channels; o Cost synergies in live production through improved egg, poult, tom and hen production; o Increased manufacturing scale and improved capacity utilization; o Complementary use of raw materials resulting in less commodity product and by-product per pound of processed turkey. The Jennie-O Foods portfolio utilizes more breast meat and The Turkey Store Company utilizes more dark meat; o Improved manufacturing efficiency through the exchange of patented and proprietary equipment and systems; o Improved administrative efficiency; o Accelerated new product introductions through combined research and development programs, and o Geographically proximate operations facilitating the efficient combination of management and production. Costs not reflected in the unaudited pro forma condensed combined statements of operations include expenses for advisor fees, relocation and severance. 3 PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED) The unaudited pro forma condensed combined balance sheets as of October 28, 2000 and January 27, 2001 have been prepared by combining the Hormel Foods Corporation audited balance sheet as of October 28, 2000 and the unaudited balance sheet as of January 27, 2001 with The Turkey Store Company's respective unaudited balance sheets as of November 4, 2000 and January 27, 2001, adjusted to give effect to the transaction as if it had occurred on those respective dates. The unaudited pro forma condensed combined statements do not necessarily reflect the actual financial position of Hormel Foods Corporation that would have resulted had the transaction occurred as of the date presented. The pro forma information is not necessarily indicative of the future financial position for the combined companies. 4 EXHIBIT (99.3a) ITEM 7 (b.1) PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED) OCTOBER 28, 2000 (IN THOUSANDS)

HISTORICAL HISTORICAL PRO FORMA PRO FORMA HORMEL TURKEY STORE ADJUSTMENTS STATEMENTS ------------------------------------------------------------------ ASSETS Current Assets Cash and cash equivalents $ 100,646 $ $(62,913) (a) $ 37,733 Short term marketable securities 5,964 5,964 Accounts receivable 307,732 20,626 328,358 Inventories 281,404 35,725 317,129 Prepaid expenses and other 15,363 21,807 37,170 ------------------------------------------------------------------ Total Current Assets 711,109 78,158 (62,913) 726,354 Deferred Income Taxes 61,622 61,622 Intangibles 92,632 234,318 (a) 326,950 Investments in Receivables from Affiliates 151,383 915 152,298 Other Assets 83,645 83,645 Property, Plant and Equipment (Net) 541,549 77,941 70,758 (a) 690,248 ------------------------------------------------------------------ TOTAL ASSETS $1,641,940 $157,014 $242,163 $2,041,117 ================================================================== LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities Accounts payable $ 154,893 $ 12,992 $ $ 167,885 Accrued expenses 30,117 10,122 40,239 Accrued marketing expenses 34,252 34,252 Employee compensation 59,138 59,138 Other current liabilities 25,786 10,856 (a) 36,642 Short Term Debt 300,000 (a) 300,000 Current maturities of long-term debt 38,439 38,439 ------------------------------------------------------------------ Total Current Liabilities 342,625 23,114 310,856 676,595 Long-term Debt - less current maturities 145,928 145,928 Accumulated Post-retirement Benefit Obligation 252,118 252,118 Deferred Income Taxes and Other Liabilities 10,935 54,272 (a) 65,207 Other Long-Term Liabilities 27,392 27,392 Shareholders' Investment Common stock 8,120 131 (131) (a) 8,120 Accumulated other comprehensive loss (20,917) (20,917) Additional Paid in Capital 10,280 (10,280) (a) Retained earnings 886,674 112,554 (112,554) (a) 886,674 ------------------------------------------------------------------ Total Shareholders' Investment 873,877 122,965 (122,965) 873,877 ------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $1,641,940 $157,014 $242,163 $2,041,117 ==================================================================

See notes to unaudited pro forma condensed combined financial statements. 5 EXHIBIT (99.3a) ITEM 7 (b.1) PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED) FISCAL YEAR ENDING OCTOBER 28, 2000 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

HISTORICAL HISTORICAL PRO FORMA PRO FORMA HORMEL TURKEY STORE ADJUSTMENTS STATEMENTS ------------------------------------------------------------------------ Sales, less returns and allowances $3,675,132 $320,499 $ $3,995,631 Cost of products sold 2,674,874 206,367 2,881,241 ------------------------------------------------------------------------ GROSS PROFIT 1,000,258 114,132 1,114,390 Expenses: Selling and delivery 379,326 34,366 413,692 Marketing 292,808 26,528 319,336 Administrative and general 65,517 19,916 13,569 (b) 99,002 ------------------------------------------------------------------------ OPERATING INCOME 262,607 33,322 (13,569) 282,360 Other income and expense: Interest income 16,204 714 16,918 Interest expense (14,906) (21,750) (c) (36,656) Other 476 476 ------------------------------------------------------------------------ EARNINGS BEFORE INCOME TAXES 264,381 34,036 (35,319) 263,098 Provisions for income taxes (94,164) (13,071) 10,629 (d) (96,606) ------------------------------------------------------------------------ NET EARNINGS $ 170,217 $ 20,965 $(24,690) $ 166,492 ======================================================================== NET EARNINGS PER SHARE (BASIC) $1.21 $1.18 ================ ================ NET EARNINGS PER SHARE (DILUTED) $1.20 $1.18 ================ ================

See notes to unaudited pro forma condensed combined financial statements. 6 EXHIBIT (99.3b) ITEM 7 (b.2) PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED) JANUARY 27, 2001 (IN THOUSANDS)

HISTORICAL HISTORICAL PRO FORMA PRO FORMA HORMEL TURKEY STORE ADJUSTMENTS STATEMENTS -------------------------------------------------------------------- ASSETS Current Assets Cash and cash equivalents $ 138,585 $ $(58,829) (a) $ 79,756 Accounts receivable 256,791 20,758 277,549 Inventories 277,120 40,069 317,189 Prepaid expenses and other 46,444 12,368 58,812 -------------------------------------------------------------------- Total Current Assets 718,940 73,195 (58,829) 733,306 Deferred Income Taxes 59,766 59,766 Intangibles 93,819 235,432 (a) 329,251 Investments in Receivables from Affiliates 152,468 893 153,361 Other Assets 85,042 85,042 Property, Plant and Equipment (Net) 550,088 77,666 70,758 (a) 698,512 -------------------------------------------------------------------- TOTAL ASSETS $1,660,123 $151,754 $247,361 $2,059,238 ==================================================================== Liabilities and Shareholders' Investment Current Liabilities Accounts payable $140,012 $ 17,523 $ $ 157,535 Accrued expenses 30,086 5,953 36,039 Accrued marketing expenses 44,362 44,362 Employee compensation 39,480 39,480 Other current liabilities 42,881 10,856 (a) 53,737 Short Term Debt 300,000 (a) 300,000 Current maturities of long-term debt 39,608 39,608 -------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 336,429 23,476 310,856 670,761 Long-term Debt - less current maturities 147,274 147,274 Accumulated Post-retirement Benefit Obligation 252,770 252,770 Deferred Income Taxes and Other Liabilities 10,511 54,272 (a) 64,783 Other Long-term Liabilities 27,405 27,405 Shareholders' Investment Common stock 8,120 131 (131) (a) 8,120 Accumulated other comprehensive loss (26,250) (26,250) Additional Paid in Capital 10,280 (10,280) (a) Retained earnings 914,675 107,356 (107,356) (a) 914,675 Shares held in treasury (300) (300) -------------------------------------------------------------------- Total Shareholders' Investment 896,245 117,767 (117,767) 896,245 -------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $1,660,123 $151,754 $247,361 $2,059,238 ====================================================================

See notes to unaudited pro forma condensed combined financial statements. 7 EXHIBIT (99.3b) ITEM 7 (b.2) PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED) QUARTER ENDED JANUARY 27, 2001 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

HISTORICAL HISTORICAL PRO FORMA PRO FORMA HORMEL TURKEY STORE ADJUSTMENTS STATEMENTS ----------------------------------------------------------------------- Sales, less returns and allowances $947,493 $77,681 $ $1,025,174 Cost of products sold 680,478 50,271 730,749 ----------------------------------------------------------------------- GROSS PROFIT 267,015 27,410 294,425 Expenses: Selling and delivery 98,847 7,526 106,373 Marketing 83,694 6,157 89,851 Administrative and general 18,879 10,007 (1,330) (b) 27,556 ----------------------------------------------------------------------- OPERATING INCOME 65,595 3,720 1,330 70,645 Other income and expense: Interest income 3,583 277 3,860 Interest expense (3,171) (5,438) (c) (8,609) Other (860) (860) ----------------------------------------------------------------------- EARNINGS BEFORE INCOME TAXES 65,147 3,997 (4,108) 65,036 Provisions for income taxes (23,615) (1,538) 810 (d) (24,343) ----------------------------------------------------------------------- NET EARNINGS $ 41,532 $2,459 $(3,298) $ 40,693 ======== ====== ======== =========== NET EARNINGS PER SHARE (BASIC) $0.30 $0.29 ===== ===== NET EARNINGS PER SHARE (DILUTED) $0.30 $0.29 ===== =====

See notes to unaudited pro forma condensed combined financial statements. 8 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (a) To record the acquisition including cash paid, debt borrowings, estimated fair value adjustments for property, plant and equipment and intangible assets, book/tax differences on certain assets, accrual for transaction related costs and elimination of The Turkey Store equity. The actual purchase price and allocation may vary from the amounts reflected in the unaudited pro forma condensed combined financial statements. (b) To depreciate the write-ups to fixed assets and amortize intangible assets acquired, including goodwill. The life used to amortize the intangible assets was twenty years except for the work force value, which used a life of ten years. This also includes adjustments to remove selling expenses relating to the transaction, ESOP contribution and adjustments to compensation expenses. (c) To record interest incurred on debt to finance the acquisition. (d) To reflect the incremental tax impact of the unaudited pro forma adjustments. 9