-----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, S+M3cnj18kuCNSAEKrlVDqQbTnQ2Vz5YLwrN1m8urfNSZoFLoTzIkf4vMTmAZbv3 n/+tpn61Cs4cb+WdpPEkOA== 0000891092-04-004770.txt : 20041013 0000891092-04-004770.hdr.sgml : 20041013 20041013170300 ACCESSION NUMBER: 0000891092-04-004770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMUCKER J M CO CENTRAL INDEX KEY: 0000091419 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 340538550 STATE OF INCORPORATION: OH FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 041077441 BUSINESS ADDRESS: STREET 1: STRAWBERRY LN CITY: ORRVILLE STATE: OH ZIP: 44667 BUSINESS PHONE: 3306823000 MAIL ADDRESS: STREET 1: STRAWBERRY LANE, P.O. BOX 280 CITY: ORRVILLE STATE: OH ZIP: 44667 8-K 1 e19260_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 13, 2004 The J. M. Smucker Company -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-5111 34-0538550 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Strawberry Lane Orrville, Ohio 44667-0280 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (330) 682-3000 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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)) Item 7.01 Regulation FD Disclosure Pursuant to Item 7.01, "Regulation FD Disclosure", information is being furnished with respect to The J. M. Smucker Company's voluntary odd-lot program for its eligible shareholders, which will allow shareholders with fewer than 100 shares to either sell all of their shares or to purchase additional shares to increase their holdings to 100 shares. Eligible shareholders are those registered and beneficial shareholders owning fewer than 100 Smucker common shares. The program will be in affect from October 14, 2004 through November 12, 2004, unless extended or earlier terminated. The actual price per share eligible shareholders will receive or pay will be determined by the date that the shareholder's authorization to participate in the program is received in good order by Computershare Investor Services LLC, and cannot be guaranteed in advance. The odd-lot program has been divided into two pricing periods: Pricing Period 1: October 14, 2004 through October 28, 2004 Pricing Period 2: October 29, 2004 through November 12, 2004 Shares submitted for sale will be matched to shares requested for purchase by other participating shareholders. If more shares are requested for sale than for purchase, shareholders will receive or pay the average of the closing market price for The J. M. Smucker Company common shares as reported on the New York Stock Exchange for the respective pricing period. The Company will repurchase these net sales of shares, which will represent a portion of the one million shares the Company's Board of Directors authorized the repurchase of in August 2004. If more shares are requested for purchase than for sale, the balance of shares not matched will be purchased in the open market throughout the respective pricing period and a few days afterward. A weighted average price will be determined by these market trades for the respective pricing period, and that is the price shareholders will receive or will pay. Weighted averaging means the per share price is obtained by dividing the aggregate dollar amount of all purchases of shares for the participants during the respective pricing period by the total number of shares purchased on behalf of such participants during the pricing period. A copy of the press release announcing the odd-lot program, dated October 13, 2004, is attached to this Current Report on Form 8-K as Exhibit 99, and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Exhibit Number Description ------- ----------- 99 Press Release Announcing Voluntary Odd-Lot Program, dated October 13, 2004 SIGNATURE 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. THE J. M. SMUCKER COMPANY By: /s/ Richard K. Smucker -------------------------------------- Richard K. Smucker President, Co-Chief Executive Officer, and Chief Financial Officer Date: October 13, 2004 EXHIBIT INDEX Exhibit Exhibit Number Description - ------- ----------- 99 Press Release Announcing Voluntary Odd-Lot Program, dated October 13, 2004 EX-99 2 e19260ex99.txt PRESS RELEASE Exhibit 99 The J. M. Smucker Company Announces Voluntary Odd-Lot Program ORRVILLE, Ohio, Oct. 13 /PRNewswire-FirstCall/ -- The J. M. Smucker Company (NYSE: SJM) today announced a voluntary odd-lot program which will allow shareholders with fewer than 100 shares to either sell all of their shares or to purchase additional shares to increase their holdings to 100 shares. The program, administered by Georgeson Shareholder Communications Inc., will be in effect from October 14, 2004 through November 12, 2004, unless extended or earlier terminated. Information about the program, including how to participate, calculation of the sale or purchase price, and processing fees to be paid by participating shareholders, will be mailed to eligible shareholders on or about October 14, 2004. Questions should be directed to Georgeson Shareholder Communications Inc., toll-free at (888) 288-6984. The Company is making no recommendation to shareholders as to whether or not they should act upon this program. About The J. M. Smucker Company The J. M. Smucker Company was founded in 1897 when the Company's namesake and founder sold his first product -- apple butter -- from the back of a horse-drawn wagon. Today, over a century later, the Company is the market leader in fruit spreads, peanut butter, shortening and oils, ice cream toppings, and health and natural foods beverages in North America under such icon brands as Smucker's(R), Jif(R), and Crisco(R). In June 2004, the Company expanded its family of products to include such brands as Pillsbury(R) baking mixes and ready-to-spread frostings; Hungry Jack(R) pancake mixes, syrups and potato side dishes; and Martha White(R) baking mixes and ingredients in the U.S., along with Robin Hood(R) flour and baking mixes and Bick's(R) pickles and condiments in Canada. For over 107 years, The J. M. Smucker Company has been headquartered in Orrville, Ohio, and has been family run for four generations. The J. M. Smucker Company was recognized as the top company in FORTUNE Magazine's 2003 annual survey of The 100 Best Companies to Work For and has ranked consistently in the top 25 companies each year since FORTUNE began the list in 1998. The J. M. Smucker Company has over 4,500 employees worldwide and distributes products in more than 45 countries. SOURCE J. M. Smucker Company -0- 10/13/2004 /CONTACT: Ann Harlan, Vice President, General Counsel and Secretary, +1-330-682-3000, or Sonal Robinson, Manager, Shareholder Relations, +1-330-682-3000, both of The J. M. Smucker Company/ /Web site: http://www.smuckers.com / (SJM) CO: J. M. Smucker Company; Georgeson Shareholder Communications Inc. ST: Ohio IN: FOD REA SU: -----END PRIVACY-ENHANCED MESSAGE-----