-----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, OGnypTlaXnIpv/+Cc+CGZf9zT7jOg6mE9sIp/6yRtNdbm6GRqLBjdE0MWULY4RTc OYY1+0k3cb932V4W0m/EXg== 0000909012-02-000088.txt : 20020414 0000909012-02-000088.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909012-02-000088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020208 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10558 FILM NUMBER: 02531357 BUSINESS ADDRESS: STREET 1: 100 CRYSTAL A DR STREET 2: P O BOX 810 CITY: HERSHEY STATE: PA ZIP: 17033-0810 BUSINESS PHONE: 7175346799 MAIL ADDRESS: STREET 1: P O BOX 810 STREET 2: 100 CRYSTAL A DIRVE 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 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 445 CITY: HERSHEY STATE: PA ZIP: 17033 BUSINESS PHONE: 7175201125 SC 13G/A 1 t23711.txt AMENDMENT TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 23)* Hershey Foods Corporation (Name of Issuer) Common Stock, one dollar ($1.00) par value (Title of Class of Securities) 427866 10 8 (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). SEC 1745 (2-95) Page 1 of 5 pages CUSIP No. 427866 10 8 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hershey Trust Company FIN 23-0692150 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 5 SOLE VOTING POWER SHARES 12,749,458 Common Stock plus BENEFICIALLY 30,306,006 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 43,055,464 PERSON WITH 6 SHARED VOTING POWER None 7 SOLE DISPOSITIVE POWER 472,787 8 SHARED DISPOSITIVE POWER 12,276,671 Common Stock plus 30,306,006 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 42,582,677 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,749,458 Common Stock plus 30,306,006 shares Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 43,055,464 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (12,749,458 of 105,205,164 outstanding) 31.7% (43,055,464 of 135,638,972 outstanding pursuant to Rule 13d-3(d)(1)) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 5 Pages Item 1(a) Name of Issuer: Hershey Foods Corporation Item 1(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 Item 2(b) Address of Principal Business Office, or, if none, Residence: 100 Mansion Road East, P.O. Box 445, Hershey, Pennsylvania 17033 Item 2(c) Citizenship: Pennsylvania Trust Company Item 2(d) Title of Class Securities: Common Stock, one dollar ($1.00) par value Item 2(e) CUSIP Number: 427866 10 8 Item 3. Not applicable. The original statement was filed pursuant to Rule 13d-1(c). Item 4. Ownership: The following information is provided as of December 31, 2001: (a) Amount Beneficially Owned: 12,749,458 plus 30,306,006 shares of Class B common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 43,055,464 (b) Percent of Class: 12.1% (12,749,458 of 105,205,164 outstanding); 31.7% (43,055,464 of 135,638,972 outstanding pursuant to Rule 13d-3(d)(1)) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 12,749,458 plus 30,306,006 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common stock for a total of 43,055,464 Page 4 of 5 Pages (ii) shared power to vote or to direct the vote: none (iii) sole power to dispose or to direct the disposition of: 472,787 (iv) shared power to dispose or to direct the disposition of: 12,276,671 plus 30,306,006 shares of Class B Common Stock ($1.00 par value) convertible share for share into Common Stock for a total of 42,582,677 Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Of the 43,055,464 shares (12,749,458 common shares and 30,306,006 Class B shares) listed in response to Item 4(a), Hershey Trust Company holds 42,808,464 shares (12,502,458 common shares and 30,306,006 Class B shares) in its capacity as institutional fiduciary for 69 estates and trusts, including 42,582,677 shares (12,276,671 common shares and 30,306,006 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. All nineteen members of the Board of Directors of Hershey Trust Company are presently 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 Not applicable. Page 5 of 5 Pages 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 5, 2002 HERSHEY TRUST COMPANY /s/ ROBERT C. VOWLER, President --------------------------------- Robert C. Vowler, President -----END PRIVACY-ENHANCED MESSAGE-----