-----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, BlXriROu3N8NnyLQvG8C+SfuCThDt/Hp/bwi4wmn3b/1ALiLC72mYJuZmvEWCUdF sRO6I5vYZxP+aflgtgTI2w== 0000950152-00-004233.txt : 20000517 0000950152-00-004233.hdr.sgml : 20000517 ACCESSION NUMBER: 0000950152-00-004233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000516 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000516 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: SEC FILE NUMBER: 001-05111 FILM NUMBER: 637312 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 THE J. M. SMUCKER COMPANY FORM 8-K 1 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) May 16, 2000 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) Indentification No.) Strawberry Lane, Orrville, Ohio 44667 - ---------------------------------------- ------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (330) 682-3000 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. ------------ Our news release dated May 16, 2000 concerning shareholder value actions is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None (B) PRO FORMA FINANCIAL INFORMATION: None (C) EXHIBITS: Exhibit Number Exhibit ------- ------- 99.1 Press release, dated May 16, 2000 2 3 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/ Steven J. Ellcessor ----------------------------------- Name: Steven J. Ellcessor Title: Vice President - Finance and Administration, Secretary/Treasurer, and General Counsel Dated: May 16, 2000 3 4 INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER EXHIBIT ------- ------- 99.1 Press release, dated May 16, 2000 4 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 FOR IMMEDIATE RELEASE MAY 16, 2000 THE J. M. SMUCKER COMPANY STRAWBERRY LANE, ORRVILLE, OHIO 44667 (330) 682-3000 CONTACT: STEVEN J. ELLCESSOR, VICE PRESIDENT- FINANCE AND ADMINISTRATION AND GENERAL COUNSEL SMUCKER ANNOUNCES SHAREHOLDER VALUE ENHANCEMENT PLAN ORRVILLE, Ohio, May 16, 2000-- The J.M. Smucker Company (NYSE: SJM.A and SJM.B) announced today a share consolidation and stock buyback plan to enhance shareholder value. At its August 15th annual meeting, Smucker will ask its Class A and Class B Common shareholders to approve a one-for-one exchange of all their shares for new common shares that are similar to today's Class A voting common. If the plan is approved by the shareholders, Smucker will couple the share consolidation with an offer to buy back up to $100 million of Class A and Class B shares at $18.50 per share, a premium to the market price of the two classes as of the close of trading on May 15, 2000. "The share consolidation, coupled with the buyback, is designed to benefit all shareholders," said Tim Smucker, the Company's chairman. "Together they will simplify our capital structure, resulting in a single class of common shares that we expect will be more liquid and easier to trade, with higher earnings per share and a higher return on shareholder equity." "Our philosophy has always been to enhance shareholder value by building on our quality brands. The consolidation and buyback plan is an additional means to that end," Mr. Smucker continued. The J.M. Smucker Company (www.smucker.com) 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, ice cream toppings, health and natural foods beverages, and natural peanut butter in North America. The Company has over 2,000 employees worldwide and distributes products in more than 60 countries. Additional information regarding the shareholder value enhancement plan is included in the registration statement that the Company has filed with the Securities and Exchange Commission. That filing includes a preliminary proxy statement. Interested parties are encouraged to read the preliminary proxy statement and the final proxy statement when it becomes available because they contain important information. A copy of the registration 2 statement may be obtained from the web site of the Securities and Exchange Commission, www.sec.gov, for free upon the posting of the statement at that site. The Company, its directors, executive officers, and certain other members of management and employees, as well as its proxy solicitor, Corporate Investor Communications, Inc., may be soliciting proxies from Company shareholders in favor of the exchange proposal and buyback. Information concerning the participants in the solicitation is included in the registration statement. This release contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially, including uncertainties relating to the actual liquidity of the Company's shares, the Company's operating performance, other factors affecting share prices, the number of shares repurchased in the buyback, and factors affecting capital markets generally. -----END PRIVACY-ENHANCED MESSAGE-----