0001104659-15-025587.txt : 20150402 0001104659-15-025587.hdr.sgml : 20150402 20150402171325 ACCESSION NUMBER: 0001104659-15-025587 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150323 FILED AS OF DATE: 20150402 DATE AS OF CHANGE: 20150402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J M SMUCKER 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 BUSINESS ADDRESS: STREET 1: ONE STRAWBERRY LANE CITY: ORRVILLE STATE: OH ZIP: 44667 BUSINESS PHONE: 3306823000 MAIL ADDRESS: STREET 1: ONE STRAWBERRY LANE CITY: ORRVILLE STATE: OH ZIP: 44667 FORMER COMPANY: FORMER CONFORMED NAME: SMUCKER J M CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCONNELL DANIEL S CENTRAL INDEX KEY: 0001263034 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 15748881 MAIL ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR MANAGERS V LTD. CENTRAL INDEX KEY: 0001416152 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 15748882 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR ASSOCIATES V, L.P. CENTRAL INDEX KEY: 0001416153 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 15748883 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/Blue Investments I L.P. CENTRAL INDEX KEY: 0001637987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 15748884 BUSINESS ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 3 1 a3.xml 3 X0206 3 2015-03-23 0 0000091419 J M SMUCKER Co SJM 0001637987 Vestar/Blue Investments I L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001416153 VESTAR ASSOCIATES V, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001416152 VESTAR MANAGERS V LTD. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001263034 OCONNELL DANIEL S C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 Common Stock, without par value 3861650 I Held through Blue Holdings I, L.P. Blue Holdings I, L.P. ("Blue Holdings") directly owns all of the shares of Common Stock reported in this statement. Vestar/Blue Investments I L.P. holds limited partner interests in Blue Holdings and holds membership interests in Blue Holdings GP, LLC, the general partner of Blue Holdings. The general partner of Vestar/Blue Investments I L.P. is Vestar Associates V, L.P., and the general partner of Vestar Associates V, L.P. is Vestar Managers V Ltd. Daniel S. O'Connell is the sole director of Vestar Managers V Ltd. and as a result he may be deemed to have beneficial ownership of the shares of Common Stock reported herein. Each of Vestar/Blue Investments I, L.P., Vestar Associates V, L.P., Vestar Managers V Ltd. and Mr. O'Connell may be deemed to be the beneficial owner of the securities reported herein, and each such person disclaims beneficial ownership of any securities beneficially owned by Blue Holdings except to the extent of their respective pecuniary interests therein. Exhibit List: Exhibit 24 - Power of Attorney VESTAR/BLUE INVESTMENTS I L.P. By: Vestar Associates V, L.P., its general partner By: Vestar Managers V Ltd., its general partner By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer 2015-04-02 VESTAR ASSOCIATES V, L.P. By: Vestar Managers V Ltd., its general partner By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer 2015-04-02 VESTAR MANAGERS V LTD. By: /s/ Brian P. Schwartz Name: Brian P. Schwartz Title: Managing Director and Chief Financial Officer 2015-04-02 DANIEL S. O'CONNELL By: /s/ Brian P. Schwartz, by power of attorney 2015-04-02 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

April 2, 2015

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Robert L. Rosner, Steven Della Rocca and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an owner of greater than 10% of the outstanding Common Stock of The J.M. Smucker Company (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[Remainder of page intentionally left blank.]

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

 

/s/ Daniel S. O’Connell

 

Name: Daniel S. O’Connell