-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEiOX/vQykcgT1TDKXTp7xG6gb4Vt8RXOQys30MCJ8XiI65pvT3AKvqlS7XiP69w 8wPwZiAj7MJzMiPklOuspA== 0000908551-05-000002.txt : 20050210 0000908551-05-000002.hdr.sgml : 20050210 20050210085749 ACCESSION NUMBER: 0000908551-05-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERSHEY FOODS CORP CENTRAL INDEX KEY: 0000047111 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 230691590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-10614 FILM NUMBER: 05590764 BUSINESS ADDRESS: STREET 1: 100 CRYSTAL A DRIVE STREET 2: P O BOX 810-EXTERNAL RPTG & COMPLIANCE CITY: HERSHEY STATE: PA ZIP: 17033-0810 BUSINESS PHONE: 7175346799 MAIL ADDRESS: STREET 1: P O BOX 810-EXTERNAL RPTG & COMPLIANCE STREET 2: 100 CRYSTAL A DRIVE CITY: HERSHEY STATE: PA ZIP: 17033-0810 FORMER COMPANY: FORMER CONFORMED NAME: HERSHEY CHOCOLATE CORP DATE OF NAME CHANGE: 19680401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERSHEY TRUST CO CENTRAL INDEX KEY: 0000908551 IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 445 CITY: HERSHEY STATE: PA ZIP: 17033 BUSINESS PHONE: 7175201125 SC 13G 1 sec-htc13g04.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 26)* Hershey Foods Corporation (Name of Issuer) Common Stock, one dollar ($1.00) par value (Title of Class of Securities) 427866 10 8 (CUSIP Number) 07/28/04 (Date of Event, Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not Required to respond unless the form displays a currently valid OMB control number. SEC 1745 (12-02) CUSIP No. 427866 10 8 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Hershey Trust Company FIN 23-0692150 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 5. SOLE VOTING POWER SHARES 14,112,604 shares of Common Stock plus BENEFICIALLY 60,612,012 shares of Class B Common OWNED BY Stock ($1.00 par value) convertible share EACH for share into Common Stock for a total of REPORTING 74,724,616 PERSON WITH: 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 840,851 shares of Common Stock 8. SHARED DISPOSITIVE POWER 13,271,753 shares of Common Stock plus 60,612,012 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 73,883,765 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,112,604 shares of Common Stock plus 60,612,012 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 74,724,616 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% (14,112,604 of 185,746,408 outstanding) 30.3% (74,724,616 of 246,587,917 outstanding pursuant to Rule 13d-3(d)(1)) 12. TYPE OF REPORTING PERSON (See Instructions) CO Item 1(a) NAME OF ISSUER: Hershey Foods Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: P.O. Box 810, Hershey, Pennsylvania 17033 Item 2(a) NAME OF PERSON FILING: Hershey Trust Company (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: 100 Mansion Road East, P.O. Box 445, Hershey, Pennsylvania 17033 (c) CITIZENSHIP: Pennsylvania Trust Company (d) TITLE OF CLASS OF SECURITIES: Common Stock, one dollar ($1.00) par value (e) CUSIP NUMBER: 427866 10 8 Item 3. Not applicable. Item 4. OWNERSHIP: The following information is provided as of December 31, 2004: (a) AMOUNT BENEFICIALLY OWNED: 14,112,604 shares of Common Stock plus 60,612,012 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 74,724,616 (b) PERCENT OF CLASS: 7.6% (14,112,604 of 185,746,408 outstanding); 30.3% (74,724,616 of 246,587,917 outstanding pursuant to Rule 13d-3(d)(1)) (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 14,112,604 shares of Common Stock plus 60,612,012 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 74,724,616 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: none (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 840,851 shares of Common Stock (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 13,271,753 shares of Common Stock plus 60,612,012 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 73,883,765 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the follow / /. Not applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Of the 74,724,616 shares (14,112,604 Common shares and 60,612,012 Class B shares) listed in response to Item 4(a), Hershey Trust Company holds 74,320,616 shares (13,708,604 Common shares and 60,612,012 Class B shares) in its capacity as institutional fiduciary for 93 estates and trusts, including 73,883,765 shares (13,271,753 Common shares and 60,612,012 Class B shares) held as trustee for Milton Hershey School. All outstanding shares of Hershey Trust Company are owned by Hershey Trust Company, Trustee in Trust for Milton Hershey School. As of December 31, 2004, ten of the eleven members of the Board of Directors of Hershey Trust Company were members of the Board of Managers of Milton Hershey School, which is the governing body of Milton Hershey School. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. Item 10. CERTIFICATION BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OF OR WITH THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2005 /s/ Robert C. Vowler Robert C. Vowler, President & CEO HERSHEY TRUST COMPANY -----END PRIVACY-ENHANCED MESSAGE-----