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) June 17, 2004

The J. M. Smucker Company

(Exact Name of Registrant as Specified in Charter)

Ohio	1-5111	34-0538550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 2. Acquisition or Disposition of Assets.

On June 17, 2004, each of The J. M. Smucker Company, an Ohio corporation (“Smucker”), and International Multifoods Corporation, a Delaware corporation (“Multifoods”), announced the results of its special shareholder meeting held in connection with the merger (the “Merger”) of Multifoods with and into MIX Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Smucker (“Acquisition Sub”). Smucker shareholders approved the issuance of Smucker common shares, without par value (“Smucker Common Shares”), in the Merger, and Multifoods shareholders adopted and approved the Agreement and Plan of Merger, dated March 7, 2004 (the “Merger Agreement”), by and among Smucker, Acquisition Sub and Multifoods, a copy of which is incorporated herein by reference as Exhibit 2.1, the Merger and the transactions contemplated by the Merger Agreement.

On June 18, 2004, Multifoods was merged with and into Acquisition Sub. Under the terms of the Merger Agreement, as of the effective time of the Merger, each share of Multifoods common stock, par value $0.10 (“Multifoods Common Stock”), was converted into the right to receive 0.4103 Smucker Common Shares (calculated by dividing $20.00 by the average closing price of Smucker Common Shares for the 20 consecutive trading days ending June 17, 2004, which was $48.74), and $5.00 in cash, without interest. Each option to purchase shares of Multifoods Common Stock was converted into rights to purchase Smucker Common Shares with an appropriate adjustment to the share numbers and exercise price in accordance with the exchange ratio. The amount of consideration payable was determined as a result of arm’s length negotiations between Smucker and Multifoods.

Former Multifoods shareholders will be receiving a letter of transmittal through the mail instructing them on how to receive the Merger consideration in exchange for their shares of Multifoods Common Stock. As a result of the Merger, Smucker will issue approximately 8,062,000 Common Shares and assume approximately 922,000 options to purchase additional Smucker Common Shares. To finance the cash component of the Merger consideration, Smucker is using its existing cash balances and outside financing including the proceeds from the issuance of its unsecured senior notes due 2014.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by the Merger Agreement, a copy of which is incorporated herein by reference as Exhibit 2.1. In connection with the Smucker shareholder meeting, Smucker issued a press release on June 17, 2004, a copy of which is attached hereto and incorporated herein by reference as Exhibit 99.1. In connection with the completion of the Merger, Smucker issued a press release on June 18, 2004, a copy of which is attached hereto and incorporated herein by reference as Exhibit 99.2.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

The audited Consolidated Balance Sheets of Multifoods as of February 28, 2004 and March 1, 2003 and the audited Statements of Operations of Multifoods for the fiscal years

ended February 28, 2004, March 1, 2003 and March 2, 2002 were filed as part of Multifoods’ Annual Report on Form 10-K filed on April 29, 2004, Commission File Number 0001-06699, and are hereby incorporated herein by reference.

(b) Pro Forma Financial Information.

The Unaudited Condensed Combined Pro Forma Balance Sheet as of January 31, 2004 for Smucker and February 28, 2004 for Multifoods, the Unaudited Condensed Combined Pro Forma Statement of Income for the Year Ended April 30, 2003 for Smucker and March 1, 2003 for Multifoods and the Unaudited Condensed Combined Pro Forma Statement of Income for the Nine Months Ended January 31, 2004 for Smucker and February 28, 2004 for Multifoods, reflecting the merger as if it had occurred on January 31, 2004 for the Unaudited Condensed Combined Pro Forma Balance Sheet and May 1, 2002 for the Unaudited Condensed Combined Pro Forma Statements of Income, were previously filed as part of Smucker’s Amendment No. 1 to the Registration Statement on Form S-4 filed on May 4, 2004, Registration No. 333-114216, and are hereby incorporated herein by reference.

(c) Exhibits.

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation and MIX Acquisition Corporation (incorporated by reference to The J. M. Smucker Company’s Current Report on Form 8-K filed on March 8, 2004, Commission File No. 001-05111). Pursuant to Rule 601(b)(2) of Regulation S-K, certain schedules to the Agreement and Plan of Merger have been omitted from this filing. The J. M. Smucker Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.
99.1	Press release, dated June 17, 2004, announcing the results of the special meeting of shareholders of The J. M. Smucker Company.
99.2	Press release, dated June 18, 2004, announcing the completion of the merger of International Multifoods Corporation with and into MIX Acquisition Corporation, a wholly owned subsidiary of The J. M. Smucker Company.

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, Chief Financial Officer and Director

Date: June 18, 2004

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation and MIX Acquisition Corporation (incorporated by reference to The J. M. Smucker Company’s Current Report on Form 8-K filed on March 8, 2004, Commission File No. 001-05111). Pursuant to Rule 601(b)(2) of Regulation S-K, certain schedules to the Agreement and Plan of Merger have been omitted from this filing. The J. M. Smucker Company agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.
99.1	Press release, dated June 17, 2004, announcing the results of the special meeting of shareholders of The J. M. Smucker Company.
99.2	Press release, dated June 18, 2004, announcing the completion of the merger of International Multifoods Corporation with and into MIX Acquisition Corporation, a wholly owned subsidiary of The J. M. Smucker Company.

EX-99.1

EXHIBIT 99.1

THE J. M. SMUCKER COMPANY ANNOUNCES SHAREHOLDER APPROVAL

Orrville, Ohio, June 17, 2004 — The J. M. Smucker Company (NYSE: SJM) today announced that it received shareholder approval of the issuance of additional common shares in connection with Smucker’s acquisition of International Multifoods Corporation. Approximately 99 percent of the votes cast at the meeting were voted in favor of the proposal. The Company will issue approximately 8 million common shares in the transaction. “We are very pleased with the vote of confidence from our shareholders and look forward to completion of this transaction,” commented Tim Smucker, Chairman and Co-Chief Executive Officer. The Company anticipates that the transaction will close tomorrow, Friday, June 18, 2004.

The J. M. Smucker Company (www.smuckers.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, peanut butter, shortening and oils, ice cream toppings, and health and natural foods beverages in North America under such icon brands as Smucker’s®, Jif® and Crisco®. For over 107 years, the 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 2,900 employees worldwide and distributes products in more than 45 countries.

Forward-Looking Statements

This press release contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially. Uncertainties that could affect actual results include, but are not limited to, the timing of the close of the proposed transaction, and other factors affecting share prices and capital markets generally. Other risks and uncertainties that may materially affect the Company are detailed from time to time in the respective reports filed by the Company with the Securities and Exchange Commission, including Forms 10-Q, 10-K, and 8-K.

Contacts:

Investor Relations

Mark R. Belgya

Vice President and Treasurer

The J. M. Smucker Company

(330) 682-3000

Media

Brenda Dempsey

Director, Public Relations

The J. M. Smucker Company

(330) 682-3000

EX-99.2

EXHIBIT 99.2

THE J. M. SMUCKER COMPANY ANNOUNCES COMPLETION OF THE ACQUISITION

OF INTERNATIONAL MULTIFOODS CORPORATION

Orrville, Ohio, June 18, 2004 — The J. M. Smucker Company (NYSE: SJM) today announced the completion of the acquisition of International Multifoods Corporation in a transaction valued at $840 million, including approximately $340 million in debt.

In the merger, each share of Multifoods common stock was converted into the right to receive $5 in cash, without interest, and 0.4103 shares of Smucker common shares, which is $20 in value based on the average closing price of Smucker common shares for the 20 consecutive trading days ending June 17, 2004.

With the acquisition of Multifoods, Smucker’s expanded portfolio of brands now includes the leading icon brands of Smucker’s®; Jif®; Crisco®; Pillsbury® baking mixes and ready-to-spread frostings; Hungry Jack® pancake mixes, syrup, and potato side dishes; Martha White® baking mixes and ingredients; and Pet® evaporated milk and dry creamer. In Canada, Smucker adds the No. 1 brands of Robin Hood® flour and baking mixes and Bick’s® pickles and condiments, as well as Golden Temple® flour and rice in the ethnic food category.

The J. M. Smucker Company (www.smuckers.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, peanut butter, shortening and oils, ice cream toppings, and health and natural foods beverages in North America under such icon brands as Smucker’s, Jif, and Crisco. For over 107 years, the 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 2,900 employees worldwide and distributes products in more than 45 countries.

Contacts:

Investor Relations

Mark R. Belgya

Vice President and Treasurer

The J. M. Smucker Company

(330) 682-3000

Media

Brenda Dempsey

Director, Public Relations

The J. M. Smucker Company

(330) 682-3000