0000950152-01-505181.txt : 20011026
0000950152-01-505181.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950152-01-505181
CONFORMED SUBMISSION TYPE: 8-A12B/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011022
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-A12B/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05111
FILM NUMBER: 1763647
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-A12B/A
1
l90884ae8-a12ba.txt
THE J.M.SMUCKER COMPANY FORM 8-A12B/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE J. M. SMUCKER COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0538550
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(State of Incorporation or Organization) (IRS Employer
Identification no.)
Strawberry Lane, Orrville, Ohio 44667
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [X] please check the following box.
Securities Act registration statement file number to which this form relates
________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Rights to Purchase Preferred Shares New York Stock Exchange
----------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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Title of class
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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Effective as of October 9, 2001, the Amended and Restated Rights Agreement,
dated as of August 28, 2000 (the "Rights Agreement"), between The J. M. Smucker
Company, an Ohio corporation (the "Company"), and Computershare Investors
Services, LLC, as rights agent (the "Rights Agent"), was amended. The
amendment made the provisions of the Rights Agreement inapplicable to the
transactions contemplated by the Shareholders Agreement and Irrevocable Proxy,
dated as of October 9, 2001, by and among The Procter & Gamble Company, an
Ohio corporation, and those certain shareholders of the Company set forth on
the signature pages thereto.
The foregoing summary description of the amendment is qualified in its
entirety by reference to the full text of the amendment, a copy of which has
been filed as an exhibit hereto and incorporated herein by reference. Copies of
the Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
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4.1 Amendment No. 1, dated as of October 9, 2001,
to the Amended and Restated Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE J. M. SMUCKER COMPANY
By: /s/ Steven J. Ellcessor
-------------------------------
Name: Steven J. Ellcessor
Title: Vice President--
Finance and Administration,
Secretary and
General Counsel
Dated: October 22, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
4.1 Amendment No. 1, dated as of October 9, 2001, to the Amended
and Restated Rights Agreement.
EX-4.1
3
l90884aex4-1.txt
EXHIBIT 4.1
Exhibit 4.1
The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667
October 9, 2001
Computershare Investor Services, LLC
2 North LaSalle
P.O. Box A3504
Chicago, Illinois 60690-3504
Attention: Shareholder Services
Re: Amendment No. 1 to Amended and Restated Rights Agreements
---------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 27 of the Amended and Restated Rights Agreement
(the "Rights Agreement"), dated as of August 28, 2000, between The J. M. Smucker
Company (the "Company"), and Computershare Investor Services LLC, as rights
agent, the Company, by resolution adopted by its Directors, hereby amends the
Rights Agreement as follows (the "Amendment"):
1. Section 1 of the Rights Agreement is hereby amended by adding the
following new definition thereto:
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement and
Irrevocable Proxy, dated as of October 9, 2001, among The Procter &
Gamble Company, an Ohio corporation ("P&G"), and those certain
shareholders of the Company set forth on the signature pages thereto.
2. Section 1 of the Rights Agreement is hereby further amended by
adding the following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary, neither
P&G nor any of its permitted assignees shall be deemed an Acquiring
Person and none of a Distribution Date, a Share Acquisition Date, or
a Triggering Event shall be deemed to occur or to have occurred, and
that the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, solely by reason or
solely as a result of the approval, execution or delivery of the
Shareholders Agreement, or the consummation of the transactions
contemplated thereby."
Computershare Investor Services, LLC
October 9, 2001
Page 2
3. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment to the Rights Agreement, but shall remain in
full force and effect.
4. Capitalized terms used without other definition in this Amendment
to the Rights Agreement shall be used as defined in the Rights Agreement.
5. This Amendment to the Rights Agreement shall be deemed to be a
contract made under the internal substantive laws of the State of Ohio and for
all purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and performed
entirely within such State.
6. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
7. This Amendment to the Rights Agreement shall be effective as of,
and immediately prior to, the execution and delivery of the Shareholders
Agreement, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
8. Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment to the Rights Agreement.
Very truly yours,
THE J. M. SMUCKER COMPANY
By:/s/ Steven J. Ellcessor
--------------------------------------
Name: Steven J. Ellcessor
Title: Vice President--Finance and
Administration, Secretary
and General Counsel
Accepted and agreed to as of the
effective time specified above:
COMPUTERSHARE INVESTOR SERVICES, LLC
By:/s/ Michael J. Lang
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Name: Michael J. Lang
Title: Relationship Manager