UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Hershey Foods Corporation
(Name of Issuer)
Common Stock, one dollar ($1.00) par value
(Title of Class of Securities)
427866 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
---
(A fee is not required only if the filing person:(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 427866 10 8 - 13G - Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milton Hershey School and School Trust (Hershey Trust
Company, Trustee in Trust for Milton Hershey School)
FIN 23-1353340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 5. SOLE VOTING POWER None
SHARES
BENEFICIALLY
OWNED BY
EACH 6. SHARED VOTING POWER None
REPORTING
WITH
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER
12,276,671 Common Stock plus 30,306,006
shares of Class B Common Stock ($1.00 par
value) convertible share for share into
Common Stock for a total of 42,582,677
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,276,671 Common Stock plus 30,306,006 shares Class B
Common Stock ($1.00 par value) convertible share for share
into Common Stock for a total of 42,582,677
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6% (12,276,671 of 142,940,507 outstanding)
24.6% (42,582,677 of 173,384,415 outstanding pursuant to Rule
13d-3(d)(1))
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 427866 10 8 - 13G - Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Hershey Foods Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 810, Hershey, Pennsylvania 17033
Item 2(a) Name of Person Filing:
Hershey Trust Company, Trustee in Trust for Milton Hershey
School
Item 2(b) Address of Principal Business Office, or, if none,
Residence:
100 Mansion Road East, P.O. Box 445, Hershey,
Pennsylvania 17033
Item 2(c) Citizenship:
Pennsylvania Charitable Trust
Item 2(d) Title of Class Securities:
Common Stock, one dollar ($1.00) par value
Item 2(e) CUSIP Number:
427866 10 8
Item 3.
Not applicable. The original statement was filed pursuant to
Rule 13d-1(c).
Item 4. Ownership:
The following information is provided as of December 31,
1999:
(a) Amount Beneficially Owned: 12,276,671 plus
30,306,006 shares of Class B common Stock
($1.00 par value) convertible share for share
into Common Stock for a total of 42,582,677
(b) Percent of Class: 8.6% (12,276,671 of
142,940,507 outstanding); 24.6% (42,582,677
of 173,384,415 outstanding pursuant to Rule
13d-3(d)(1))
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none
(ii) shared power to vote or to direct the vote:
none
<PAGE>
CUSIP No. 427866 10 8 - 13G - Page 4 of 5 Pages
(iii) sole power to dispose or to direct the
disposition of :
none
(iv) shared power to dispose or to direct the
disposition of :
12,276,671 plus 30,306,006 shares of Class B
Common Stock ($1.00 par value) convertible
share for share into Common Stock for a total
of 42,582,677
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
<PAGE>
CUSIP No. 427866 10 8 - 13G - Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 5, 2000
HERSHEY TRUST COMPANY,
TRUSTEE IN TRUST FOR
MILTON HERSHEY SCHOOL
By /s/ Robert C. Vowler
Robert C. Vowler, President
Hershey Trust Company,
Trustee
