HERSHEY FOODS CORP
8-K, 2000-01-04
SUGAR & CONFECTIONERY PRODUCTS
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                       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): December 28, 1999
                                                -------------------------------


                    HERSHEY FOODS CORPORATION
- --------------------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


     Delaware                        1-183             23-0691590
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission     (I.R.S. Employer
  of incorporation)                 File Number)    Identification No.)


     100 Crystal A Drive, Hershey, Pennsylvania                17033
- --------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (717) 534-6799
                                                   -----------------------------
















                                   Page 1 of 3
                             Exhibit Index - Page 3



                                       1
<PAGE>






                      INFORMATION TO BE INCLUDED IN REPORT



Item 5.  Other Events
         -------------

         On December 28, 1999,  Hershey Foods  Corporation  (the  "Corporation")
announced that its sales in December 1999 will be lower than expected,  and that
its earnings per share for the fiscal year ending December 31, 1999,
might be below  market  expectations.  Earnings  per share for the year could be
$.10 per share  below  previous  expectations  of $2.16 to $2.20 per  share,  as
announced  on October 25,  1999.  The press  release  dated  December  28, 1999,
announcing the  Corporation's  expectations  regarding fiscal year earnings,  is
incorporated herein by reference, and a copy is filed herewith as Exhibit 99.


                                    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 thereunto duly authorized.

Dated:  January 4, 2000


                            HERSHEY FOODS CORPORATION




                                       By /s/ William F. Christ
                                         -----------------------
                                           William F. Christ
                                           Senior Vice President,
                                           Chief Financial Officer and Treasurer















                                   Page 2 of 3
                             Exhibit Index - Page 3


                                       2
<PAGE>






                               Exhibit Index


Exhibit No.         Description


   99               Press Release dated December 28, 1999































                                   Page 3 of 3
                             Exhibit Index - Page 3


                                       3
<PAGE>






                                                                    Exhibit 99




[LOGO OF HERSHEY FOODS APPEARS HERE]            HERSHEY FOODS NEWS
            Corporate Communications      Hershey Foods Corporation
                                          100 Crystal A Drive -
                                          Hershey,  PA     17033
                                          E-mail: [email protected]
                                          http://www.hersheys.com
=====================================================================

FOR IMMEDIATE RELEASE                      CONTACT:
December 28, 1999                          John C. Long
                                           717-534-7631

                                           FINANCIAL CONTACT:
                                           James A. Edris
                                           717-534-7556

                    Hershey Foods Corporation Earnings Update

Hershey Foods Corporation  announced today that the strong customer order demand
it was  experiencing at the time of its October 25, 1999,  announcement of third
quarter  results  was  not  sustained   throughout  the  fourth   quarter.   The
Corporation's  growth at retail  outpaced the category for the Halloween  season
(as  measured  by IRI data  through  the first  week of  November)  despite  the
shipping  and   distribution   difficulties   referred  to  in  the  October  25
announcement.  Through the balance of November, its performance was in line with
its expectations  for the fourth quarter.  Sales in December,  however,  will be
lower than  expected.  This slowdown in customer  order demand  appears to be in
part a consequence of the earlier customer service and order fulfillment issues.

Hershey continues to make progress implementing improvements to its new customer
service,  warehousing and order fulfillment business systems and processes,  and
customer service performance has improved significantly.

However, 1999 earnings from continuing operations could be below the estimate in
the  October 25  announcement  of $2.16 to $2.20 per share by an amount of up to
approximately  $.10 per share as a result of the lower  than  expected  sales in
December and increased costs associated with these issues.  The Corporation does
not expect to comment  further  on 1999  earnings  until  final  results  can be
announced, which it expects will be on January 31, 2000.

Safe Harbor Statement:
- ----------------------
This release contains statements that are forward-looking.  These statements are
made based upon current  expectations  that are subject to risk and uncertainty.
Actual   results   might  differ   materially   from  those   contained  in  the
forward-looking   statements,   because  of  factors  such  as  changes  in  the
confectionery and grocery business environment, including actions of competitors
and  changes  in  consumer   preferences;   changes  in  governmental  laws  and
regulations,  including income taxes; demand for new and existing products;  and
raw material pricing,  as discussed in the  Corporation's  Annual Report on Form
10-K for 1998, as well as the  Corporation's  ability to remedy the problems and
avoid the increased costs encountered since implementing changes to the customer
service,  warehousing, and order fulfillment processes and systems in July 1999;
the  ability to restore  customer  service to  historical  levels;  the  effects
service levels and other factors have on future customer demand; and the ability
to complete  construction and commence operations of new warehousing  facilities
on schedule.

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