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Section 1: 8-K (8-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)   November 27, 2017

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-2402

 

41-0319970

(State or Other
Jurisdiction of
Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification
Number)

 

1 Hormel Place

Austin, MN  55912

(Address of Principal Executive Office)

 

Registrant’s telephone number, including area code:  (507) 437-5611

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 



 

Section 2 – FINANCIAL INFORMATION

 

Item 2.01  Completion of Acquisition or Disposition of Assets

 

On November 27, 2017, Hormel Foods Corporation (the Company) completed the previously announced acquisition of Columbus Manufacturing, Inc., an authentic, premium deli meat and salami company, from Chicago-based Arbor Investments.

 

The purchase price is approximately $850 million.

 

Section 7 – REGULATION FD

 

Item 7.01 Regulation FD Disclosure

 

On November 27, 2017, the Company issued a press release announcing the closing of the acquisition of Columbus Manufacturing, Inc., an authentic, premium deli meat and salami company.  A copy of the press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

 

Section 8 – OTHER EVENTS

 

Item 8.01 Other Events

 

On November 27, 2017, in connection with the closing of the acquisition, the Company issued a press release to also provide updated guidance for fiscal year 2018.  A copy of the press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

 

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits furnished pursuant to Items 7.01 and 8.01

 

99

Press release issued November 27, 2017

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HORMEL FOODS CORPORATION

 

      (Registrant)

 

 

 

Dated: November 27, 2017

By

/s/ JAMES P. SNEE

 

 

JAMES P. SNEE

 

 

Chairman of the Board, President and

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: November 27, 2017

By

/s/ JAMES N. SHEEHAN

 

 

JAMES N. SHEEHAN

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

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Section 2: EX-99 (EX-99)

Exhibit 99

 

FOR IMMEDIATE RELEASE

 

 

 

HORMEL FOODS ANNOUNCES CLOSING OF ACQUISITION OF COLUMBUS MANUFACTURING INC., MAKER OF COLUMBUS® CRAFT MEATS

 

Fiscal 2018 Sales and Earnings Guidance Increased

 

 

AUSTIN, Minn. (November 27, 2017) — Hormel Foods Corporation (NYSE: HRL) today announced the closing of its acquisition of Columbus Manufacturing, Inc., an authentic, premium deli meat and salami company, from Chicago-based Arbor Investments. The addition of the Columbus® brand further strengthens Hormel Foods’ position as a total deli solutions provider while enhancing its other strong deli brands such as Hormel®Jennie-O®Applegate®, and Di Lusso®.

 

The purchase price is approximately $850 million. Total annual sales are approximately $300 million with an expected growth rate in excess of 5 percent. Hormel Foods expects this acquisition to be modestly accretive to earnings per share in fiscal 2018.

 

“The acquisition of Columbus is the catalyst for uniting all our deli businesses into one group,” said Jim Snee, chairman of the board, president and chief executive officer. “We received regulatory approval faster than anticipated and are excited to start building a stronger, more united deli organization.”

 

Subsequent to the closing of the acquisition, Hormel Foods is increasing its fiscal 2018 net sales guidance to $9.7 - $10.1 billion and increasing its earnings per share guidance to $1.62 - $1.72 per share.

 

 

ABOUT HORMEL FOODS - Inspired People. Inspired Food.™

 

Hormel Foods Corporation, based in Austin, Minn., is a global branded food company with over $9 billion in annual revenues across more than 80 countries worldwide. Its brands include Skippy®, SPAM®, Hormel® Natural Choice®, Applegate®, Justin’s®, Wholly Guacamole®, Hormel® Black Label® and more than 30 other beloved brands. The company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named one of “The 100 Best Corporate Citizens” by Corporate Responsibility Magazine for the ninth year in a row, and has received numerous other awards and accolades for its corporate responsibility and community service efforts. In 2016, the company celebrated its 125th anniversary and announced its new vision for the future - Inspired People. Inspired Food.™ - focusing on its legacy of innovation. For more information, visit www.hormelfoods.com and http://csr.hormelfoods.com/.

 

FORWARD-LOOKING STATEMENTS

 

This news release contains forward-looking information based on management’s current views and assumptions. Actual events may differ materially. Please refer to the cautionary statement regarding Forward-Looking Statements and Risk Factors which appear on pages 32 - 39 in the company’s Form 10-Q for the quarter ended July 30, 2017, which can be accessed at www.hormelfoods.com under “Investors-SEC Filings.”

 

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