8-K

UNITED STATES

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) October 9, 2008

The J. M. Smucker Company

(Exact name of registrant as specified in its charter)

Ohio	1-5111	36-0538550
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 (see General Instruction A.2. below):

x 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 8.01. Other Events.

Exhibit 99.1 to this report includes excerpts from an investor presentation by The J. M. Smucker Company (“Smucker”) that provide certain projected financial data concerning Smucker’s operations subsequent to the proposed merger of the coffee business of The Procter & Gamble Company (“P&G”), including the Folgers brand, with a wholly owned subsidiary of Smucker. Certain of the information included in this presentation, specifically information concerning Smucker’s historical and anticipated EBITDA and Free Cash Flow, is non-GAAP financial information. Smucker’s management believes these measures give investors an additional perspective on Smucker’s cash flow from operating activities.

This Form 8-K and the exhibits thereto contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by those forward-looking statements. The projected financial data included in this presentation assume the successful completion of the Folgers transaction and reflect numerous estimates and assumptions relating to, among other things, the ability of Smucker to successfully operate P&G’s coffee business (the “Coffee Business”) outside of P&G and Smucker’s existing business operations and are subject to significant economic, industry and competitive uncertainties, including those risk factors referenced below, and, accordingly, such data may not be indicative of future results. You should understand that the risks, uncertainties, factors and assumptions listed and discussed in this press release, including the following important factors and assumptions, could affect the future results of Smucker following the transactions (the “Transactions”) between P&G and Smucker described in the definitive proxy materials of Smucker dated September 3, 2008 (the “Proxy Materials”) and Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-152451) filed by Smucker with the Securities and Exchange Commission on October 8, 2008 (the “Registration Statement”) and could cause actual results to differ materially from those expressed in the forward-looking statements: (i) volatility of commodity markets from which raw materials, particularly corn, wheat, peanuts, soybean oil, milk and green coffee beans, are procured and the related impact on costs; (ii) the successful integration of the Coffee Business with Smucker’s business, operations and culture and the ability to realize synergies and other potential benefits of the Transactions within the time frames currently contemplated; (iii) crude oil price trends and their impact on transportation, energy, and packaging costs; (iv) the ability to successfully implement price changes; (v) the success and cost of introducing new products and the competitive response; (vi) the success and cost of marketing and sales programs and

strategies intended to promote growth in Smucker’s businesses, which will include the Coffee Business after the completion of the Transactions; (vii) general competitive activity in the market, including competitors’ pricing practices and promotional spending levels; (viii) the concentration of certain of Smucker’s businesses, which will include the Coffee Business after the completion of the Transactions, with key customers and the ability to manage and maintain key customer relationships; (ix) the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer; (x) changes in consumer coffee preferences, and other factors affecting the Coffee Business, which will represent a substantial portion of Smucker’s business after the completion of the Transactions; (xi) the ability of Smucker and Folgers to obtain any required financing; (xii) the timing and amount of Smucker’s capital expenditures, restructuring, and merger and integration costs; (xiii) the outcome of current and future tax examinations and other tax matters, and their related impact on Smucker’s tax positions; (xiv) foreign currency and interest rate fluctuations; (xv) other factors affecting share prices and capital markets generally; and (xvi) the other factors described under “Risk Factors” in the Registration Statement filed by Smucker with the Securities and Exchange Commission and in the other reports and statements filed by Smucker with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and the Proxy Materials.

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Form 8-K. None of Smucker, any other person or any of their respective advisors assumes any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Additional Information

Smucker and Folgers have filed registration statements with the U. S. Securities and Exchange Commission (“SEC”) registering the shares of Folgers common stock and Smucker common shares to be issued to P&G shareholders in connection with the Folgers transaction. Smucker has also filed a definitive proxy statement with the SEC that has been sent to the shareholders of Smucker. In connection with the exchange offer for the shares of common stock of Folgers, P&G filed on October 8, 2008 a tender offer statement with the SEC. The proxy statement, prospectus, tender offer statement and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. The documents can also be obtained free of charge from Smucker upon written request to The J. M. Smucker Company, Shareholder Relations, Strawberry Lane, Orrville, Ohio 44667 or by calling (330) 684-3838.

This communication is not a solicitation of a proxy from any security holder of Smucker and shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. However, P&G, Smucker and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of The J. M. Smucker Company may be found in its 2008 Annual Report on Form 10-K filed with the SEC on June 27, 2008, and its definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on July 14, 2008. Information about the directors and executive officers of The Procter & Gamble Company may be found in its 2008 Annual Report on Form 10-K filed with the SEC on August 28, 2008, and its definitive proxy statement relating to its 2008 Annual Meeting of Shareholders filed with the SEC on August 29, 2008.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Excerpts from Investor Presentation dated October 8, 2008.

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
Date: October 9, 2008	By:	/s/    M. Ann Harlan
		M. Ann Harlan
		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Excerpts from Investor Presentation dated October 8, 2008.

EX-99.1

Investor Presentation

October 2008

Investor Presentation

October 2008

The J. M. Smucker Company

The J. M. Smucker Company

Exhibit 99.3

Exhibit 99.1

Forward Looking Statement

Forward Looking Statement

This presentation contains forward-looking statements, such as projected operating results, earnings and cash flows, that

are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any

future

results,

performance

or

achievements

expressed

or

implied

by

those

forward-looking

statements.

The

projected

financial data included in this presentation reflect numerous estimates and assumptions relating to, among other things,

the

ability

of

Smucker

to

successfully

operate

P&G’s

coffee

business

(the

“Coffee

Business”)

outside

of

P&G

and

Smucker’s existing business operations and are subject to significant economic, industry and competitive uncertainties,

including

those

risk

factors

referenced

below,

and,

accordingly,

such

data

may

not

be

indicative

of

future

results.

You

should understand that the risks, uncertainties, factors and assumptions listed and discussed in this presentation,

including

the

following

important

factors

and

assumptions,

could

affect

the

future

results

of

Smucker

following

the

transactions between P&G and Smucker (the “Transactions”) and could cause actual results to differ materially from those

expressed in the forward-looking statements: (i) volatility of commodity markets from which raw materials, particularly

corn, wheat, peanuts, soybean oil, milk and green coffee beans, are procured and the related impact on costs; (ii) the

successful integration of the Coffee Business with Smucker’s business, operations and culture and the ability to realize

synergies and other potential benefits of the Transactions within the time frames currently contemplated; (iii) crude oil

price trends and their impact on transportation, energy, and packaging costs; (iv) the ability to successfully implement

price changes; (v) the success and cost of introducing new products and the competitive response; (vi) the success and

cost of marketing and sales programs and strategies intended to promote growth in Smucker’s businesses, which will

include the Coffee Business after the completion of the Transactions; (vii) general competitive activity in the market,

including competitors’

pricing practices and promotional spending levels; (viii) the concentration of certain of Smucker’s

businesses, which will include the Coffee Business after the completion of the Transactions, with key customers and the

ability to manage and maintain key customer relationships; (ix) the loss of significant customers or a substantial reduction

in orders from these customers or the bankruptcy of any such customer; (x) changes in consumer coffee preferences, and

other factors affecting the Coffee Business, which will represent a substantial portion of Smucker’s business after the

completion of the Transactions; (xi) the ability of Smucker and Folgers to obtain any required financing; (xii) the timing and

amount of Smucker’s capital expenditures, restructuring, and merger and integration costs; (xiii) the outcome of current

and future tax examinations and other tax matters, and their related impact on Smucker’s tax positions; (xiv) foreign

currency and interest rate fluctuations; (xv) other factors affecting share prices and capital markets generally; and (xvi) the

other

factors

described

under

“Risk

Factors”

in

the

registration

statements

filed

by

Folgers

and

Smucker

with

the

Securities and Exchange Commission and in the other reports and statements filed by Smucker with the Securities and

Exchange Commission, including its most recent Annual Report on Form 10-K and the proxy materials prepared in

connection with the Folgers transaction.

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when

evaluating the information presented in this presentation. None of Smucker, Folgers, P&G or any of their respective

advisors assumes any obligation to update or revise these forward-looking statements to reflect new events or

circumstances.

Pro Forma Sales by Category

Pro Forma Sales by Category

42%

42%

21%

21%

25%

25%

12%

12%

Spreads

Baking

All Other

Coffee

Estimated After Transaction

(1)

(1)

Based

on

FY2008

Smucker

adjusted

for

approximately

$1.8B

of

FY2008

Folgers

net

sales.

Compelling Transaction

Compelling Transaction

•

Acquisition

of

the

#1

Folgers

brand

•

Addition

of

rights

to

sell

Dunkin’

Donuts

®

in

retail

•

Smucker’s first +$1B brand

Expanding

Leading Brands

Strengthened

Product Portfolio

Scale Benefits &

Synergies

Attractive

Financial Impact

(1)

•

Builds upon established center-of-store strategy

•

Broadens and diversifies product offering

•

Provides attractive cross-marketing opportunities

•

Expect strong synergy opportunities of $80MM+ annually

•

Significantly enhances Smucker’s scale and expected profitability

•

Increased financial fundamentals

•

Expected to increase pro forma EBITDA margins by > 250 bps

•

Expected to be accretive to earnings

(2)

•

Expected to more than triple FCF vs. FY2008 Smucker

historical

•

Enhances already strong balance sheet

(1)

Pro forma FY2009E assumes Folgers transaction had closed on May 1, 2008 and approximately $80MM in run-

rate synergies.

(2)

EPS accretion based on dividend adjusted FY2009 full year run-rate financial projections.

Net Sales and EBITDA

Net Sales and EBITDA

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

FY2008

FY2009E

FY2010E

Net Sales

$0

$250

$500

$750

$1,000

FY2008

FY2009E

FY2010E

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

EBITDA

(Excluding

Merger

and

Integration

Costs)

Pro forma (1) (2)

$2.5B

$4.7B

$4.9B

$371

$820

$869

14.7%

17.3%

17.5%

Pro forma (2)

(1)  Includes approximately $80 million in run-rate synergies.

(2)  Assumes Folgers transaction had closed on May 1, 2008.

Pro forma

Pro forma

Cash Flow From Operations

Cash Flow From Operations

4%

$ 116

$  (76)

$ 192

FY2008

7%          

$ 390

$(115)

$ 505

FY2009E

(1)

Pro forma

$ 425

Free Cash Flow

7%

Free

Cash

Flow

Yield

(2)

$(120)

Capital Expenditures

$ 545

Cash Flow From

Operations

FY2010E 

Pro forma

($ in millions)

(1)  Assumes Folgers transaction had closed on May 1, 2008 and approximately $80MM in run-rate synergies.

(2)  Based on approximately 57 million shares outstanding and market price of $49.88 for FY2008 (based on

closing price of Smucker shares on April 30, 2008) and approximately 118 million shares outstanding and

market price of $50.69 for FY2009E and FY2010E (based on closing

price of Smucker

shares on September

30, 2008).

Synergy Opportunities

Synergy Opportunities

($ in millions)

4%

$ 80

$ 65

$ 15

Synergy

Estimate

Total Synergies

Estimated Synergies as % of Projected

2009 Folgers Net Sales

SG&A

COGS

Debt Profile Supports

Continued Growth

Debt Profile Supports

Continued Growth

•

Stronger balance sheet post-closing

–

Ample liquidity

•

Modest leverage and strong cash flow will facilitate

pursuit of shareholder value

–

Investments

–

Acquisitions

–

Share repurchase / dividends

FY2009E

Standalone Smucker

FY2009E

(1)

Combined Smucker

Total Debt

$790mm

$1,540mm

Debt / EBITDA

2.1x

1.9x

Interest Coverage

8.1x

8.6x

(2)

(1)  Assumes Folgers transaction had closed on May 1, 2008 and approximately $80MM in run-rate synergies.

(2)  Interest coverage assumes an estimated weighted-average borrowing rate of 6.0% on the anticipated financing

in part based on three-month forward LIBOR as of October 1, 2008.

Dividends and Share Repurchase

Dividends and Share Repurchase

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009E

Dividends

Share Repurchase

($ in millions)

(1)  Estimated dividends assumes current quarterly dividend rate, payment of special

dividend, and payment of dividend on shares issued in the Transaction for two quarters. 

(1)

Ability to Implement

Ability to Implement

Single IS Platform

Acquisition experience

Improved Productivity

$283

$552

$777

$0

$300

$600

$900

$1,200

Sales / Employee

(‘000’s)

Net

Income

/

Employee

(‘000’s)

$13

$35

$52

$0

$20

$40

$60

$80

$100

FY2002

FY2005

FY2008

FY2002

FY2005

FY2008

Continuity of process

and people

Regulation G Compliance

Regulation G Compliance

You are also reminded that during this presentation,

certain non-GAAP financial measures, such as EBITDA

and Free Cash Flow may be discussed.  These measures

should not be considered an alternative to net income, or

any other measure of financial performance or liquidity

presented in accordance with generally accepted

accounting principles (GAAP).  These measures are not

necessarily comparable to a similarly titled measure of

another company.  Please refer to the accompanying

slides for information that reconciles these discussed

figures with the most comparable GAAP measures. 

Reconciliation of Non-GAAP 

Financial Measures

Reconciliation of Non-GAAP 

Financial Measures

($ in Millions)

FY2008

Income before income taxes

$  255

Add (deduct):

Interest income

(13)

Interest expense

42

Amortization

4

Share-based compensation expense

12

Depreciation

58

Merger and integration costs

8

Cost

of

products

sold

-

restructuring

2

Other restructuring costs

3

EBITDA

$  371

Financial Forecasts

Financial Forecasts

The preceding financial forecasts were prepared by Smucker management in evaluating the Transaction.

For fiscal years after 2009 through 2013, Smucker assumed compounded annual growth rates for Folgers

and Smucker of approximately 2.5% and 5.0%, respectively, for net sales and approximately 3.9% and

6.1%, respectively, for EBITDA, recognizing that year to year increases fluctuate between years. 

Synergies

$  350

$  387

EBITDA

FY2009 Forecast

35

79

Depreciation and amortization

1,304

1,970

Cost of goods sold

$1,910

$2,829

Net sales

291

551

Selling, distribution and administration

606

859

Gross profit

Combined EBITDA

315

308

Earnings before interest and taxes

Folgers

Smucker

$737

83

$820

($ in Millions)

Additional Information

Additional Information

Smucker and Folgers have filed registration statements with the U. S. Securities and Exchange

Commission

(“SEC”)

registering

the

common

shares

to

be

issued

to

P&G

shareholders in connection with

the Folgers transaction.  Smucker has also filed a proxy statement with the SEC which has been sent to

the

shareholders

of

Smucker.

Shareholders

are

urged

to

read

the

prospectus

included

in

the

registration

statements and any other relevant documents when they become available, because they will contain

important information about Smucker, Folgers and the proposed transaction.  The proxy statement,

prospectus and other documents relating to the proposed transaction can be obtained free of charge from

the SEC’s website at www.sec.gov.  The documents can also be obtained free of charge from Smucker

upon written request to The J. M. Smucker Company, Shareholder Relations, Strawberry Lane, Orrville,

Ohio  44667 or by calling (330) 684-3838, or from P&G upon written request to The Procter & Gamble

Company, Shareholder Services Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572 or by calling

(800) 742-6253.

This communication is not a solicitation of a proxy from any security holder of Smucker and shall not

constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of

securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or

qualification

under

the

securities

laws

of

such

jurisdiction.

However,

P&G,

Smucker

and

certain

of

their

respective directors and executive officers may be deemed to be participants in the solicitation of proxies

from shareholders in connection with the proposed transaction under the rules of the SEC. Information

about the directors and executive officers of The J. M. Smucker Company may be found in its 2008

Annual Report on Form 10-K filed with the SEC on June 27, 2008, and its definitive proxy statement

relating to its 2008 Annual Meeting of Shareholders filed with the SEC on July 14, 2008.  Information

about the directors and executive officers of The Procter & Gamble Company may be found in its 2008

Annual Report on Form 10-K filed with the SEC on August 28, 2008, and its definitive proxy statement

relating to its 2008 Annual Meeting of Shareholders filed with the SEC on August 29, 2008.