-----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, QehojWIb/QaFuJIDtb5QnXV6kXuKVWtgMIXDzOaK5yTwxip6tX77bhYWdbOoNN39 jdS+hGcw9ZvxaeCZ/e2D0A== 0001275287-05-000109.txt : 20050114 0001275287-05-000109.hdr.sgml : 20050114 20050114123730 ACCESSION NUMBER: 0001275287-05-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 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: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 05529861 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 js1823.txt ================================================================================ 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): JANUARY 13, 2005 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) 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 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: [ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The J. M. Smucker Company and its wholly owned subsidiaries, International Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., and Robin Hood Multifoods Corporation, have entered into a Purchase Agreement with Value Creation Partners Inc., dated as of January 13, 2005, for the sale of the Multifoods foodservice and bakery products businesses, which includes Multifoods U.S. foodservice and bakery products operations and its Canadian locations operated under the Gourmet Baker name, acquired as part of the International Multifoods acquisition. The transaction is subject to usual and customary closing conditions including Hart-Scott-Rodino clearance and is expected to close by the middle of February. Value Creation Partners Inc. will acquire the foodservice and bakery products businesses of International Multifoods Corporation for $43 million, subject to a working capital adjustment, consisting of $33 million in cash and a $10 million subordinated promissory note. The note will bear interest at an annual rate of 8% and will be payable in January 2010. The Company does not anticipate an impact on its earnings per share as a result of this transaction. The U.S. foodservice and bakery operations of International Multifoods Corporation consists of five manufacturing locations in the United States and three manufacturing locations in Canada, employing a total of approximately 780 employees. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Exhibit Number Description ------- ------------------------------------- 99.1 Press Release, dated January 14, 2005 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 and Co-Chief Executive Officer Date: January 14, 2005 EXHIBIT INDEX Exhibit Exhibit Number Description - ------- ------------------------------------- 99.1 Press Release, dated January 14, 2005 EX-99.1 2 js1823ex991.txt Exhibit 99.1 THE J. M. SMUCKER COMPANY ANNOUNCES AGREEMENT TO SELL INTERNATIONAL MULTIFOODS FOODSERVICE AND BAKERY PRODUCTS BUSINESSES ORRVILLE, Ohio, Jan. 14 /PRNewswire-FirstCall/ -- The J. M. Smucker Company (NYSE: SJM) announced today that it has entered into a definitive agreement with Value Creation Partners Inc. of Columbus, Ohio, subject to regulatory approval, to sell its U.S. foodservice and bakery products businesses, as well as its Canadian locations operated under the Gourmet Baker name, acquired as part of the International Multifoods (Multifoods) acquisition. The Multifoods foodservice and bakery products businesses consist of the manufacturing, marketing and distribution of baking mixes, frozen baked goods including muffins, cakes, doughs, as well as frostings, to restaurants, retail and wholesale bakers, and other commercial customers in the U.S. and Canada. The Company expects the transaction to close by the middle of February 2005. The sale of this division will not have an impact on Smucker's remaining foodservice businesses in the U.S. and Canada. The Smucker Company's strategy is to own and market leading North American icon brands sold in the center of the store. With the acquisition of Multifoods, the Company added an exciting array of brands, which are complementary to the existing Smucker brands. However, the Multifoods foodservice and bakery products businesses acquired were not aligned with the Company's existing foodservice strategy and the decision was made in July 2004 to divest this non-strategic business segment. For Multifoods' 2004 fiscal year ended February 28, 2004, the foodservice and bakery products businesses had net sales of $202.5 million. Since the June 18, 2004 acquisition date, the Company has reported the financial results of the former Multifoods foodservice and bakery products businesses as part of its discontinued operations. The purchase price for the transaction is approximately $43 million. About The J. M. Smucker Company 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(R), Jif(R) and Crisco(R). In June 2004, the Company expanded its family of products to include such brands as Pillsbury(R) baking mixes and ready-to-spread frostings; Hungry Jack(R) pancake mixes, syrups and potato side dishes; and Martha White(R) baking mixes and ingredients in the U.S., along with Robin Hood(R) flour and baking mixes and Bick's(R) pickles and condiments in Canada. For over 107 years, The J. M. Smucker Company has been headquartered in Orrville, Ohio, and has been family run for four generations. Since the 1998 inception of FORTUNE Magazine's annual survey of the 100 Best Companies to Work For, The J. M. Smucker Company has consistently been recognized as one of the top 25 companies to work for in the United States. The J. M. Smucker Company has over 4,200 employees worldwide and distributes products in more than 45 countries. The J. M. Smucker Company Forward-Looking Language This press release contains forward-looking statements, including statements that are 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 ability to close the sale of the Multifoods' U.S. foodservice and bakery products businesses at an acceptable price and within the expected timeline, 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. SOURCE J. M. Smucker Company -0- 01/14/2005 /CONTACT: Investors, Mark R. Belgya, Vice President, CFO and Treasurer, or Media, Maribeth Badertscher, Manager, Corporate Communications, +1-330-682-3000, both of The J. M. Smucker Company/ /First Call Analyst: / /FCMN Contact: / /Web site: http://www.smuckers.com/ (SJM) -----END PRIVACY-ENHANCED MESSAGE-----