<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE J.M. SMUCKER COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE J.M. SMUCKER COMPANY
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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<PAGE> 2
NOTICE OF
1994 ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
[Smucker Logo]
(R)
<PAGE> 3
THE J.M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
Dear Shareholder:
You are cordially invited to attend your Company's Annual Meeting of
Shareholders at 11:00 a.m., Eastern Daylight Time, Tuesday, August 16, 1994, in
Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680
Madison Avenue, Wooster, Ohio. A map showing the location of Fisher Auditorium
is on the back cover. A notice of the Annual Meeting and the proxy statement
follow. IF YOU ARE A HOLDER OF CLASS A COMMON SHARES, you also will find
enclosed a proxy card and an envelope in which to return it. If you cannot
attend, or if you plan to be present but want the proxy holders (Paul H.
Smucker, Richard K. Smucker, and Steven J. Ellcessor) to vote your Class A
Common Shares, please sign, date, and return the card at your earliest
convenience. For more information concerning voting by proxy, please see the
section of the proxy statement entitled "Voting by Proxy and Confirmation of
Beneficial Ownership."
Sincerely,
[paul smucker signature]
CHAIRMAN OF THE EXECUTIVE COMMITTEE
<PAGE> 4
THE J.M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1994 Annual Meeting of Shareholders of The J. M. Smucker Company will
be held in Fisher Auditorium at the Ohio Agricultural Research and Development
Center, 1680 Madison Avenue, Wooster, Ohio, on Tuesday, August 16, 1994, at
11:00 a.m., Eastern Daylight Time, for the purposes of receiving reports
presented to the meeting and taking the following additional action:
(1) election of directors to the class whose term of office will
expire in 1997;
(2) ratification of the appointment of Ernst & Young as the Company's
independent auditors for the 1995 fiscal year; and
(3) consideration of any other matter that may properly come before
the meeting.
All shareholders are cordially invited to attend the meeting, although only
those holders of Class A Common Shares of record at the close of business on
July 5, 1994, will be entitled to vote at the meeting.
STEVEN J. ELLCESSOR
SECRETARY
Orrville, Ohio, July 11, 1994
<PAGE> 5
THE J.M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
---------------------
PROXY STATEMENT
---------------------
(FIRST MAILED JULY 11, 1994)
The Board of Directors has fixed the close of business on July 5, 1994, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting of Shareholders to be held on Tuesday, August 16,
1994. The Company has outstanding and entitled to vote at the meeting 14,391,339
Class A Common Shares. The Company's Amended Articles of Incorporation, subject
to certain exceptions, provide that each Class A Common Share entitles the
holder thereof to ten votes on each matter to be considered at the meeting,
except that no holder shall be entitled to exercise more than one vote on any
such matter in respect of any Class A Common Share with respect to which there
has been a change in beneficial ownership during the four years immediately
preceding the record date. Class B Common Shares do not entitle the holders
thereof to any vote except in certain circumstances set forth in the Ohio
General Corporation Law, none of which are applicable to the Annual Meeting. For
a more detailed explanation of the voting rights of Common Shares, see "Voting
Rights of Common Shares."
At the Annual Meeting, the results of shareholder voting will be tabulated
by the inspector of elections appointed for that purpose. The Company intends to
treat properly executed proxies that are marked "abstain" or that are "broker
non-votes" (i.e., are held in "street name" by banks, brokers, or other nominees
and are voted with regard to at least one but less than all matters presented to
the shareholders) as "present" for purposes of determining the existence of a
quorum. In the election of directors, the candidates receiving the greatest
number of votes will be elected. Votes withheld in respect of any candidate,
therefore, will have no impact on the election. With regard to the ratification
of the appointment of the Company's auditors, only affirmative and negative
votes will be counted, and abstentions and broker non-votes will have no effect
on the outcome of the vote.
Based on the information with respect to beneficial ownership possessed by
the Company at the date of this proxy statement, the holders of between
4,779,163 and 13,761,152 Class A Common Shares will be entitled to exercise ten
votes per share at the meeting, and the holders of the remainder of the
outstanding Class A Common Shares will be entitled to exercise one vote per
share. The actual voting power of each holder of Class A Common Shares will be
based on information possessed by the Company at the time of the meeting. See
"Voting by Proxy and Confirmation of Beneficial Ownership."
Under the Ohio General Corporation Law, all of the Class A Common Shares
may be voted cumulatively in the election of directors if an appropriate notice
in writing is given by any shareholder to the President or a Vice President or
the Secretary of the Company not less than 48 hours before the time fixed for
holding the meeting. The notice must state that the shareholder desires that the
voting at such election shall be cumulative. Also, an announcement of the giving
of such notice must be made upon the convening of the meeting by the Chairman or
the Secretary or by or on behalf of the shareholder giving such notice. Under
cumulative voting, the number of votes to which each shareholder otherwise is
entitled is multiplied by the number of directors to be elected, and the
shareholder then may cast that aggregate number of votes all for one candidate
or may spread them out among the candidates as the shareholder deems
appropriate. If there is to be cumulative voting at the meeting, it is presently
intended that all proxies solicited by this proxy statement will be so voted. In
that event, unless contrary instructions are received on the enclosed proxy, all
votes represented by properly executed proxies will be divided evenly among
1
<PAGE> 6
the nominees named herein, except that if it appears that voting in such manner
would not be effective to elect all of those nominees, then the votes
represented by such proxies will be cast at the discretion of the Board of
Directors so as to maximize the number of such nominees elected.
This proxy statement is being furnished to the shareholders by the Company
in connection with the solicitation by the Board of Directors of the enclosed
form of proxy. In addition to solicitation by mail, solicitations may be made
personally by officers and other regular employees of the Company, who will not
be compensated specially for such services. Also, a professional proxy
solicitation firm, Corporate Investor Communications, Inc., has been engaged to
aid in the solicitation of proxies, for which services it will be paid a fee of
$6,000, plus expenses. The cost of soliciting the proxies will be borne by the
Company.
ELECTION OF DIRECTORS
Unless instructed otherwise, the proxy holders intend to vote for the
election of Charles S. Mechem, Jr., Vernon D. Netzly, Timothy P. Smucker, and
Benjamin B. Tregoe, Jr., as directors, each for a term of three years. These
individuals comprise the class of directors whose terms of office expire this
year. In the event of the death or inability to act of any of the candidates for
directors, the proxy to that extent will be voted for such other person or
persons as the Board of Directors may recommend. The management has no reason to
believe that the persons listed as candidates for directors will be unable to
serve.
The members of the Board of Directors who are nominees for election, as
well as each other director whose term of office will not expire at the meeting,
with information as to each of them based on data furnished to the Company by
these persons as of July 1, 1994, are as follows:
<TABLE>
<CAPTION>
EXPIRATION
PRINCIPAL OCCUPATION, OF PRESENT
BUSINESS EXPERIENCE, DIRECTOR OR PROPOSED
NAME (AGE) AND OTHER DIRECTORSHIPS SINCE TERM
---------- ----------------------- --------- ------------
<S> <C> <C> <C>
Lena C. Bailey (61) Dean Emerita, College of Human Ecology, 1986 1996
The Ohio State University, Columbus,
Ohio (retired 1992) (1),(2)
William P. Boyle, Jr. (61) Retired Company Senior Vice President 1972 1995
and President-International (retired
1993)
Russell G. Mawby (66) Chairman and Chief Executive Officer, W. 1983 1995
K. Kellogg Foundation, Battle Creek,
Michigan; Director of Kellogg Company;
Trustee, W. K. Kellogg Foundation Trust
(2), (3)
Charles S. Mechem, Jr. (63) Commissioner, Ladies Professional Golf 1982 1997
Association; retired in 1990 as Chairman
of the Board, Chief Executive Officer,
and a director of Great American Broad-
casting Company, and as President of
Great American Communications Corpo-
ration; Director of AGCO Corporation,
The Mead Corporation, Ohio National Life
Insurance Company, Star Banc Cor-
poration, and The United States Shoe
Corporation (2), (3)
Robert R. Morrison (59) Company Vice President 1970 1996
Vernon D. Netzly (64) Company Vice President 1970 1997
</TABLE>
2
<PAGE> 7
<TABLE>
<CAPTION>
EXPIRATION
PRINCIPAL OCCUPATION, OF PRESENT
BUSINESS EXPERIENCE, DIRECTOR OR PROPOSED
NAME (AGE) AND OTHER DIRECTORSHIPS SINCE TERM
---------- ----------------------- --------- ------------
<S> <C> <C> <C>
Paul H. Smucker (77) Chairman of the Executive Committee; 1943 1996
Director of First National Bank of
Orrville (4)
Richard K. Smucker (46) Company President; Director of Wm. 1975 1995
Wrigley Jr. Company and The Sherwin-
Williams Company (4)
Timothy P. Smucker (50) Company Chairman; Director of Hunt- 1973 1997
ington BancShares Incorporated and Kel-
logg Company (3), (4)
Benjamin B. Tregoe, Jr. (66) Chairman, Kepner-Tregoe Inc., Prince- 1982 1997
ton, New Jersey, management and organ-
ization development consultants (1)
Barbara Trueman (54) President, TrueSports, Inc., since No- 1993 1995
vember 1993; formerly Chairman, Red Roof
Inns, Inc. (to November 1993); Director
of Bank One Columbus N.A.(1)
William Wrigley, Jr. (30) Vice President, Wm. Wrigley Jr. Com- 1992 1996
pany, since January 1991, Chairman and
Chief Executive Officer, L.A. Dreyfuss
Company (Wm. Wrigley Jr. Company af-
filiate), since November 1991, and
Chairman, Wrigley Canada Inc., since
July 1993; formerly Assistant to the
President, Wm. Wrigley Jr. Company
(October 1985 to January 1992) and
Executive Vice President and Chief
Operating Officer (January 1990 to
January 1991) and Group Vice President
-- Marketing and Sales (January 1989 to
January 1990), Wrigley Canada Inc.;
Director of Wm. Wrigley Jr. Company (1)
<FN>
- ---------------
(1) Member of the Audit Committee, which met three times during the 1994 fiscal
year for the purposes of reviewing with the independent auditors of the
Company the scope and thoroughness of the auditors' examination; considering
recommendations of the independent auditors; recommending to the Board of
Directors the appointment of independent auditors for the year; and
reviewing the sufficiency of the Company's system of internal controls with
the financial officers, the independent auditors, and, to the extent the
committee deemed necessary, legal counsel.
(2) Member of the Executive Compensation Committee, which met three times during
the 1994 fiscal year for the purposes of fixing compensation of executives
of the Company; administering the Company's restricted stock bonus and stock
option programs; and considering employee benefit programs generally.
(3) Member of the Nominating Committee, which did not meet formally during the
1994 fiscal year, but acted by written consent. This committee is
responsible for recommending to the Board of Directors nominees for election
as directors. The committee will consider suggestions forwarded by
shareholders to the Secretary of the Company concerning qualified candidates
for election as directors.
</TABLE>
3
<PAGE> 8
[FN]
(4) Richard K. Smucker and Timothy P. Smucker are brothers, and Paul H. Smucker
is their father.
Unless otherwise noted, each of the directors has had the principal
occupation indicated for more than five years.
DIRECTOR MEETINGS AND COMPENSATION
During the 1994 fiscal year there were five meetings of the Company's Board
of Directors. Dr. Bailey attended fewer than 75% of the total number of Board
and committee meetings for which she was eligible. Directors of the Company who
are not also officers are compensated for services as a director on the basis of
$15,000 per year, plus $1,500 for each meeting of the Board of Directors
attended and $1,000 per year ($3,000 per year for the chairman) for each
committee on which the director serves. Under the Company's Directors'
Retirement Compensation Plan, a nonemployee director who has served on the Board
for at least five full years is eligible upon his or her retirement from the
Board to receive retirement benefits for a period equal to the aggregate number
of full years (not to exceed ten) during which he or she served. The benefits
payable under the plan are at an annual rate equal to 100% of the regular,
annual retainer being paid by the Company to nonemployee members of the Board as
of the date of the particular director's retirement.
In addition to serving on the Board of Directors, Dr. Bailey provides
consulting services for the Company when requested in the area of new product
development. This arrangement is not the subject of a formal contract and may be
terminated at will by either party. In fiscal 1994, Dr. Bailey was paid $750 by
the Company for her consulting services. Consulting services also are provided
to the Company by Mr. Boyle under a letter agreement that is terminable by
either Mr. Boyle or the Company at will. Mr. Boyle's services are in the area of
international business development, and he is compensated at a per diem rate.
During fiscal 1994, Mr. Boyle received $5,300 from the Company under his
consulting arrangement.
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Executive Compensation Committee of the Board of Directors (the
"Committee") is composed of three nonemployee directors and is responsible for
establishing the levels of compensation and benefits for executive officers of
the Company. The Compensation Committee annually evaluates the Company's
performance and the compensation paid to its executive officers.
COMPENSATION PHILOSOPHY
The Committee believes that an effective executive compensation program
must have two parts. First, it should have a cash component that is competitive
enough to retain highly-qualified executives, while providing performance-based
incentives. The Committee believes that the Company's base salary structure and
Management Incentive Plan bonuses combine to meet these requirements.
The second part of the program, in the opinion of the Committee, should be
equity-based in order to provide long-term incentives and ensure that
management's long-term interests are aligned with those of other shareholders.
The equity-based components of the compensation program are provided by the
Restricted Stock Bonus Plan and The J. M. Smucker 1987 Stock Option Plan.
4
<PAGE> 9
SALARIES
Base compensation for all salaried positions in the Company, including
executive officers, is determined by reference to individual performance and
position within the salary range for the particular job classification. The
salary ranges and classifications have been developed by the Company's Human
Resources Department with assistance from outside consultants who help ensure
that the overall salary structure is competitive. The Company's goal with regard
to salaries and compensation is to provide a structure that is competitive with
other comparably sized manufacturing companies. Over 300 companies are used for
comparison purposes and many of them are included in the Standard & Poor's Food
Group Index (see the total shareholder return graph presented elsewhere in the
proxy statement). Included in the comparison group are such companies as
Campbell Soup Company, General Mills, Inc., Kellogg Company, Mars, Inc.,
McCormick & Company, Inc., Nestle USA, Inc., Ralston Purina Company, Sara Lee
Corporation, and Wm. Wrigley Jr. Company.
Generally, the Company targets its salary ranges at approximately the 50th
percentile. It then adjusts the ranges downward slightly to account for the fact
that most of the comparison companies are significantly larger than the Company.
Overall, the Committee believes that the Company's compensation structure
rewards its employees appropriately and is sufficiently competitive to retain
key employees.
Although the salary ranges for the executive officers are recommended by
the Human Resources Department based on its own research and the advice of
outside consultants, those ranges are regularly reviewed by the Committee and
are subject to its approval, as are any changes to an officer's salary grade
level.
Management's recommendations for executive officers are submitted to the
Committee for its consideration at the April meeting of the Committee. Those
recommendations generally are based upon the salary increase guidelines for all
corporate salaries that have been determined by management as part of the
planning and budgeting process for the coming fiscal year. With regard to the
1994 fiscal year, for instance, the corporate salary increase guideline was 5%,
with a range of 2% to 8%. The salary increases granted to the officer group for
1994 averaged 5.3%.
At this time, no single individual in the Company is designated as chief
executive officer. Paul Smucker, the Chairman of the Executive Committee, is the
most senior and most highly compensated member of management. At Mr. Smucker's
request, there was no increase in his base salary for the 1994 fiscal year.
Factors considered when assessing executive officers' performance for
compensation purposes (including Mr. Smucker's) include (in no particular order)
the Company's sales and earnings results, market share gains, whether the
Company's business plan and strategic goals are being met, and individual
performance evaluations. None of these factors, however, is necessarily weighed
more heavily than another.
MANAGEMENT INCENTIVE PLAN
The Company maintains a management incentive program designed to recognize
key management members based on their individual performance and their
contribution to the achievement of Company objectives. The amount of performance
bonuses under this program depends upon evaluation of the individual's position
under the Company's salary administration program, his or her performance during
the year, and the overall financial performance of the Company during the year.
A standard or target award is set for each participant based on a percentage of
the individual's salary range midpoint, and the maximum award to the participant
is limited to 175% of that standard award.
After the end of each fiscal year, management presents the Committee with a
summary and recommendation for management incentive bonuses. The presentation
includes (i) information on the Company's performance for the fiscal year just
ended (primarily net sales and earnings as compared to the prior year and to the
Company's plan), (ii) awards to each individual in the plan
5
<PAGE> 10
in the prior three years, (iii) current salary, salary range, and standard award
information, and (iv) a specific recommendation based on all of the foregoing.
The Committee then reviews the information and recommendations with management
and makes a decision as to which recommendations to accept and whether any
should be modified.
The management incentive award for Paul Smucker each year is made based on
the earnings and sales results, the general trend of the awards made to other
participants in the plan, and direct discussion during the meeting with Mr.
Smucker.
Management incentive awards made with respect to the 1994 fiscal year
averaged 20% less than those awarded with respect to 1993. Although the Company
reported another record year in sales of 1994, earnings were below both the
prior year and the plan for the year. A percentage reduction in bonuses slightly
higher than the decline in earnings was considered appropriate by the Committee.
Performance and other factors affecting individual awards also were considered.
The management incentive award approved for Paul Smucker was $165,000,
which was approximately 26% lower than his 1993 award. Mr. Smucker's award for
1993 was reduced 15% from the prior year at his request and in recognition of
the increase in responsibilities delegated by him to Tim and Richard Smucker.
The Committee believed that his award this year should be kept proportionately
equivalent to the other members of the officer group.
RESTRICTED STOCK BONUS PLAN
The Company's Restricted Stock Bonus Plan was implemented in 1981 based on
the Board of Director's determination that such a plan would help the Company to
attract and retain key senior managers and would give those managers a personal
interest in the Company as a shareholder. The restrictions on shares awarded
under this plan lapse by not later than the fourth anniversary of the award.
Awards under the plan are considered every other year.
Awards under the Restricted Stock Bonus Plan were last made in 1992. The
Committee, therefore, considered awards with regard to the 1994 fiscal year at
its April and June meetings this year. The Company's Human Resources Department,
in cooperation with outside consultants, develops award recommendations based
upon a competitive formula developed with the consultant. Participants in the
plan are grouped by levels of responsibility, and the recommendations made are
based on a percentage of the average salary for the group in which the
particular participant is placed. With regard to Paul Smucker, for instance, the
competitive formula provides for an award recommendation of that number of
shares (at current value) which is equal to 100% of his group's average salary.
Mr. Smucker currently is placed in a group with Tim and Richard Smucker.
After determination of the competitive formula recommendations, management
reviews those results and prepares a final recommendation which is presented to
the Committee along with information on prior awards.
The 1994 awards recommended by management and accepted by the Committee
were 20-25% below the competitive formula recommendations. Because the
Restricted Stock Bonus Plan is intended to provide long-term incentives to
participants, the Company's year-to-year performance is considered only in a
very general way when determining awards. Both management and the Committee
believed, however, that the decline in earnings for 1994 should be given some
recognition and that a general reduction in the size of awards from the
competitive formula recommendations was appropriate.
The award to Paul Smucker under the plan this year was 10,000 shares, which
was approximately 25% below his competitive formula recommendation. His award
was based on the same factors as all other participants, as discussed in the
preceding paragraphs.
6
<PAGE> 11
STOCK OPTION PLAN
The J. M. Smucker 1987 Stock Option Plan was enacted for two reasons. It
was determined by the Board of Directors that the ability of the Company to
provide the benefits of such a plan was an important element in ensuring that
the Company's overall compensation program for its key managers remained
competitive. Also, the Board believed that the added long-term incentives that
awards under the plan would provide would be beneficial to both the Company and
its shareholders. Participants in the plan include both executive officers and
other key managers.
Awards under the plan are considered annually and are made by the Committee
following a review of the recommendations of management. Target grant levels are
determined for individual participants based on salary grade level and a
determination by the Company's Human Resources Department of the prevailing
competitive award levels for comparably situated individuals at other comparable
manufacturing companies. The companies considered are largely the same as those
used in establishing base salary ranges. Individual performance and the
performance of the Company are also considered in establishing each proposed
award. Although all of these factors are considered in making an award, no
specific weight is assigned to them, and the relative importance of each factor
may vary from participant to participant. The Committee does not specifically
consider the total number of options held by a participant in determining the
size of a new award, but information with regard to all previous awards is
presented to and reviewed by the Committee when awards are made.
The number of options awarded during fiscal 1994, including those awarded
to Paul Smucker, was greater than during 1993 and comparable to the 1992 awards.
They were in line generally with the target grant levels and reflected the
Committee's view that awards should be based more on longer term performance
than on short-term results.
The Committee has considered this year the potential impact on the
Company's compensation plans of the $1,000,000 cap on deductible compensation
under Section 162(m) of the Internal Revenue Code, which was enacted as part of
the Omnibus Budget Reconciliation Act of 1993. The Committee believes that
grants under the Company's 1987 Stock Option Plan and outstanding restricted
stock awards both qualify under Section 162(m) as deductible compensation.
Therefore, the Committee does not believe that Section 162(m) will have any
impact on the Company at this time. The Committee will, however, review the
matter periodically to assess the need for future action.
The Committee believes that the Company's compensation plans and practices
are sound and well-considered. The level of compensation provided to the
executive officers is appropriately related to both the competitive market and
the historic and current performance of the Company. The Committee in the future
will continue to focus on these factors and on maintaining a compensation system
that will encourage maximization of long-term shareholder value.
EXECUTIVE COMPENSATION COMMITTEE
Charles S. Mechem, Jr., Chairman
Russell G. Mawby
Lena C. Bailey
7
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the compensation over the past
three fiscal years for the Chairman of the Executive Committee and the other
four most highly compensated executive officers:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- ---------------------------
(E) (F) (G)
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
(A) (B) (C) (D) COMPEN- AWARDS OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) ($)(1) (#)(2)
- ---------------------------- ------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Paul H. Smucker, Chairman of 1994 $ 433,173 $ 165,000 $ 216,250 22,000
the Executive Committee 1993 433,173 225,000 16,500
1992 417,885 238,000 157,500 20,000
Timothy P. Smucker, Chairman 1994 310,000 136,200 216,250 22,000
1993 286,000 180,720 16,500
1992 274,000 165,480 157,500 20,000
Richard K. Smucker, 1994 306,788 136,020 216,250 22,000
President 1993 282,324 180,540 16,500
1992 270,096 165,300 157,500 20,000
Robert R. Morrison, Vice 1994 183,000 73,660 86,500 7,000
President-Operations 1993 175,000 93,500 65,625 5,000
1992 173,000 88,500 6,000
Vernon D. Netzly, Vice 1994 164,096 73,220 86,500 7,000
President-Industrial Market 1993 156,962 83,080 65,625 5,000
1992 153,962 78,080 6,000
</TABLE>
<TABLE>
<CAPTION>
(I)
ALL OTHER
(A) COMPEN-
NAME AND PRINCIPAL POSITION SATION ($)
- ---------------------------- -----------
<S> <C>
Paul H. Smucker, Chairman of $ 8,608(3)
the Executive Committee 9,114
10,742
Timothy P. Smucker, Chairman 8,768(3)
9,088
10,717
Richard K. Smucker, 8,777(3)
President 9,093
10,848
Robert R. Morrison, Vice 8,661(3)
President-Operations 9,008
10,663
Vernon D. Netzly, Vice 8,657(3)
President-Industrial Market 9,008
10,679
<FN>
- ---------------
(1) The Company's Restricted Stock Bonus Plan was implemented in 1981. Shares
awarded under the plan are entitled to dividends at the same rate and on the
same terms as unrestricted shares of the same class. The aggregate number
and value of restricted shares held by the individuals listed above, valued
as of April 30, 1994, are as follows: Paul H. Smucker, 11,000 Class A and
5,000 Class B shares ($348,250); Timothy P. Smucker, 11,000 Class A and
5,000 Class B shares ($348,250); Richard K. Smucker, 11,000 Class A and
5,000 Class B shares ($348,250); Robert R. Morrison, 4,500 Class A and 2,000
Class B shares ($141,500); and Vernon D. Netzly, 4,500 Class A and 2,000
Class B shares ($141,500).
(2) All of the option awards shown in the table are for Class A Common Shares.
The Company does not award stock appreciation rights (SARs).
(3) These amounts represent contributions by the Company on behalf of the
individual indicated under the Company's 401k Savings Plan and the value of
allocations during the year under the Company's Employee Stock Ownership
Plan. The specific breakdown for each individual (401(k) amounts first,
followed by ESOP allocations) is as follows: Paul H. Smucker, $4,497 and
$4,111; Timothy P. Smucker, $4,657 and $4,111; Richard K. Smucker, $4,666
and $4,111; Robert R. Morrison, $4,550 and $4,111; and Vernon D. Netzly,
$4,546 and $4,111.
</TABLE>
8
<PAGE> 13
STOCK OPTIONS
Set forth below is a table summarizing options granted during fiscal 1994
to the officers listed in the Summary Compensation Table under the Company's
1987 Stock Option Plan. All options so granted were for Class A Common Shares.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------
(C) POTENTIAL REALIZABLE VALUE AT
(B) PERCENT OF
NUMBER OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS (D) PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES OR BASE (E) ---------------------------------
(A) GRANTED IN FISCAL PRICE EXPIRATION (F) (G)
NAME (#) YEAR ($/SH) DATE 0% 5% ($) 10% ($)
---- --------- ----------- -------- ---------- ----- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul H. Smucker 22,000 12.3% 23.9375 10/24/03 $ 0 $331,200 $839,300
Timothy P. Smucker 22,000 12.3% 23.9375 10/24/03 0 331,200 839,300
Richard K. Smucker 22,000 12.3% 23.9375 10/24/03 0 331,200 839,300
Robert R. Morrison 7,000 3.9% 23.9375 10/24/03 0 105,400 267,100
Vernon D. Netzly 7,000 3.9% 23.9375 10/24/03 0 105,400 267,100
<FN>
- ---------------
(1) No option granted is transferable except by will or the laws of descent and
distribution. Options are exercisable to the extent of one-third of the
shares covered by the option after the optionee has been in the continuous
employ of the Company or one of its subsidiaries for one full year from the
date of grant, and to the extent of an additional one-third after each of
the next two years of continuous employment. Options also become immediately
exercisable upon the occurrence of certain events related to a change of
control of the Company.
</TABLE>
None of the officers listed in the preceding table exercised any options
during the 1994 fiscal year. The number of unexercised options held by such
officers at fiscal year-end and the value of their unexercised, in-the-money
options are set forth in the following table.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
(D)
NUMBER OF (E)
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FY-END (#) FY-END ($)
----------------------- -------------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
---- ----------------------- -------------------------
<S> <C> <C> <C> <C> <C>
Paul H. Smucker Class A 69,234 39,666 $231,450 $0
Class B 50,400 0 193,650 0
Timothy P. Smucker Class A 65,034 39,666 195,788 0
Class B 46,200 0 161,138 0
Richard K. Smucker Class A 65,034 39,666 195,788 0
Class B 46,200 0 161,138 0
Robert R. Morrison Class A 21,867 12,333 79,800 0
Class B 16,200 0 67,650 0
Vernon D. Netzly Class A 21,867 12,333 79,800 0
Class B 16,200 0 67,650 0
</TABLE>
9
<PAGE> 14
PENSION PLAN
Under The J. M. Smucker Company Employees' Retirement Plan (the "Plan"),
retirement benefits are payable to all eligible employees of the Company and its
subsidiaries, including officers. The present executive officers of the Company,
including those named in the Summary Compensation Table, are also eligible upon
retirement to receive a benefit from a nonqualified supplemental retirement plan
(the "Supplemental Plan"). The amounts set forth in the pension plan table below
assume participation in the Supplemental Plan, and set forth the estimated
annual benefit, computed as a straight-life annuity, payable under the Plan, as
amended, at normal retirement (age 65):
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- --------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 33,000 $ 48,500 $ 48,500 $ 48,500 $ 48,500
150,000 42,500 61,000 61,000 61,000 61,000
175,000 52,000 73,500 73,500 73,500 73,500
200,000 61,000 86,000 86,000 86,000 86,000
225,000 70,500 98,500 98,500 98,500 98,500
250,000 80,000 111,000 111,000 111,000 111,000
300,000 98,500 136,000 136,000 136,000 136,000
400,000 136,000 186,000 186,000 186,000 186,000
450,000 155,000 211,000 211,000 211,000 211,000
500,000 173,500 236,000 236,000 236,000 236,000
650,000 230,000 311,000 311,000 311,000 311,000
800,000 286,000 386,000 386,000 386,000 386,000
</TABLE>
The Plan provides a pension based upon years of service with the Company
and upon final average pay (average base compensation [i.e., salary only] for
the five highest consecutive years during the last ten years of employment).
Benefits under the Plan are computed by adding (i) the product of one percent of
final average pay up to $30,000 annually times the participant's years of
service with the Company, plus (ii) the product of one-half percent of final
average pay in excess of $30,000 annually times the participant's years of
service with the Company. Benefits under the Supplemental Plan at retirement,
based upon years of service (maximum 20 years), are 50% of the average total
compensation (i.e., all compensation including salary and bonus) for the five
highest consecutive years during the last ten years of employment, offset by the
benefits derived from the Plan and by 100% of the Social Security primary
insurance amount.
Messrs. Paul H. Smucker, Timothy P. Smucker, Richard K. Smucker, Robert R.
Morrison, and Vernon D. Netzly were credited under the Plan with 54, 24, 21, 33,
and 37 full years of benefit service at April 30, 1994.
10
<PAGE> 15
<TABLE>
TOTAL SHAREHOLDER RETURN GRAPHS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
APRIL 1989 THROUGH APRIL 1994
<CAPTION>
MEASUREMENT PERIOD J.M. SMUCKER S & P FOODS
(FISCAL YEAR COVERED) COMPANY S & P 500 INDEX
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 123.79 110.47 111.90
1991 155.32 129.85 151.31
1992 208.82 148.01 161.49
1993 178.34 161.62 171.12
1994 159.29 170.17 165.51
</TABLE>
<TABLE>
COMPARISON OF FIFTEEN-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
APRIL 1979 THROUGH APRIL 1994
<CAPTION>
MEASUREMENT PERIOD J.M. SMUCKER S&P FOODS
(FISCAL YEAR COVERED) COMPANY S&P 500 INDEX
<S> <C> <C> <C>
1979 100 100 100
1980 95 110 101
1981 158 145 135
1982 243 134 158
1983 523 199 219
1984 450 203 249
1985 658 238 337
1986 1045 324 595
1987 1175 410 745
1988 1282 384 749
1989 1539 471 1077
1990 1905 520 1205
1991 2391 611 1629
1992 3214 697 1739
1993 2745 761 1842
1994 2452 801 1782
</TABLE>
11
<PAGE> 16
OWNERSHIP OF COMMON SHARES
Paul H. Smucker, Strawberry Lane, Orrville, Ohio 44667, is the only person
known to the Company to be beneficial owner (as "beneficial" ownership is
defined for proxy statement purposes) of more than five percent of the Company's
Class A Common Shares outstanding at July 5, 1994. The number and percent of the
shares beneficially owned at that date by him, as well as those so owned by each
director of the Company and by all of the Company's directors and officers as a
group are shown in the following table. Each of the individuals shown has sole
voting and investment power with respect to the shares reflected in the table,
except as otherwise indicated. Shares shown as beneficially owned include those
that may be held either individually, jointly, or pursuant to a trust
arrangement.
<TABLE>
<CAPTION>
CLASS A COMMON SHARES CLASS B COMMON SHARES
----------------------------- -----------------------------
NO. OF NO. OF
SHARES PERCENT OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING BENEFICIALLY OUTSTANDING
OWNED SHARES(3) OWNED SHARES
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Paul H. Smucker(1)(2) 2,040,983 13.8 2,006,145 13.3
Lena C. Bailey 296 * 302 *
William P. Boyle, Jr.(1)(2) 136,750 .9 122,128 .8
Russell G. Mawby 3,200 * 3,200 *
Charles S. Mechem, Jr. 1,620 * 1,620 *
Robert R. Morrison(1)(2) 72,283 .5 41,508 .3
Vernon D. Netzly(1)(2) 57,671 .4 47,836 .3
Richard K. Smucker(1)(2) 369,367 2.5 329,313 2.2
Timothy P. Smucker(1)(2) 356,804 2.4 316,753 2.1
Benjamin B. Tregoe, Jr. 5,301 * 5,332 *
Barbara Trueman 0 0
William Wrigley, Jr. 1,040 * 0
21 directors and officers as a
group(2) 3,079,557 21.0 2,832,485 19.0
<FN>
- ---------------
*Less than .1%.
(1) Beneficial ownership of shares included in the table is disclaimed by
certain of the individuals named as follows: Paul H. Smucker, 939,212 Class
A and 937,756 Class B Common Shares; William P. Boyle, Jr., 18,400 Class A
and 18,400 Class B Common Shares; Robert R. Morrison, 400 Class A and 400
Class B Common Shares; Richard K. Smucker, 141,040 Class A and 139,944 Class
B Common Shares; and Timothy P. Smucker, 165,836 Class A and 164,743 Class B
Common Shares. The individuals named do not have voting or investment power
with respect to such disclaimed shares, except that (i) Paul H. Smucker has
sole voting power with respect to 726,020 Class A Common Shares owned by an
irrevocable trust; and (ii) Paul H. Smucker, Timothy P. Smucker, and Richard
K. Smucker each have shared voting and investment power with respect to
106,900 Class A Common Shares and shared investment power with respect to
106,900 Class B Common Shares owned by the Willard E. Smucker Foundation, of
which each of them is a member and a trustee. Although the shares of the
Willard E. Smucker Foundation are included in the beneficial ownership of
each of Paul, Tim, and Richard Smucker, those shares have been counted only
once in the total of the directors and officers as a group. Mr. Boyle and
Mr. Netzly each have shared voting and investment power with respect to
certain of their shares as follows: Mr. Boyle with respect to 41,600 Class A
and 41,600 Class B Common Shares, and Mr. Netzly with respect to 22,496
Class A and 24,496 Class B Common Shares.
(2) Includes shares covered by outstanding options exercisable within 60 days,
as follows: Paul H. Smucker, 69,234 Class A and 50,400 Class B Common
Shares; Timothy P. Smucker, 65,034 Class A and 46,200 Class B Common Shares;
Richard K. Smucker, 65,034 Class A and 46,200 Class B Common Shares; William
P. Boyle, Jr., 21,867 Class A and 16,200 Class B Common
</TABLE>
12
<PAGE> 17
[FN]
Shares; Robert R. Morrison, 21,867 Class A and 16,200 Class B Common Shares;
Vernon D. Netzly, 21,867 Class A and 16,200 Class B Common Shares; and all
directors and officers as a group, 387,806 Class A and 279,300 Class B
Common Shares.
(3) Because under the Company's Amended Articles of Incorporation shareholders
may be entitled to cast ten votes per share with regard to certain Class A
Common Shares and only one vote per share with regard to others, there may
not be a correlation between the percent of outstanding Class A Common
Shares owned and the voting power represented by those shares. The total
voting power of all the Class A Common Shares can be determined only at the
time of a shareholder meeting due to the need to obtain certifications as to
beneficial ownership on shares not held as of record in the names of
individuals. Based on the calculation of total voting power as of the 1993
Annual Meeting, the Class A Common Shares shown in the above table as owned
by the directors and officers as a group would represent approximately 37%
of the Company's total voting power. No individual in that group would be
able to cast votes representing more than .1% of the total voting power
except Paul H. Smucker (27%), Timothy P. Smucker (4%), Richard K. Smucker
(4.2%), William P. Boyle, Jr. (1.6%), Robert R. Morrison (.7%), and Vernon
D. Netzly (.5%).
The Company has entered into agreements with Paul H. Smucker and members of
his immediate family (including Timothy P. Smucker and Richard K. Smucker), with
Mrs. H. Ray Clark (Paul Smucker's sister) and members of her immediate family,
and with all executive officers of the Company relating to the disposition of
Common Shares held by them. These shareholders are the beneficial owners of an
aggregate of 3,855,174 Class A Common Shares (approximately 26% of the class)
and 3,565,676 Class B Common Shares (approximately 24% of the class), of which
2,931,350 Class A and 2,699,903 Class B Common Shares are included in the above
table. Under the agreements, which have no expiration date, the Company has a
purchase option with respect to any proposed transfers of these Common Shares,
except for certain gifts and bequests to or for the benefit of family members
and for sales pursuant to any offer, merger, or similar transaction that is
approved or recommended by the Company's Board of Directors. The agreements
provide that the purchase rights thereunder may be assigned by the Company to
the Company's ESOP or any other employee benefit plan of the Company. The
agreements reflect the practice followed by the Company for a number of years of
providing for the purchase of Common Shares at prices at or somewhat below
market with the effect of establishing a method for the orderly disposition of
blocks of shares that could not otherwise be readily absorbed by the public
market. The shares so acquired by the Company have generally been used for
purposes of the Company's employee benefit plans, and shares have also been so
acquired directly by the ESOP.
RATIFICATION OF APPOINTMENT OF AUDITORS
Ernst & Young has been appointed as the Company's independent auditors for
the fiscal year ending April 30, 1995, subject to ratification by the
shareholders. Ernst & Young has served as the Company's independent auditors
since 1955.
A representative of Ernst & Young is expected to be present at the meeting
with an opportunity to make a statement if so desired and to respond to
appropriate questions with respect to that firm's examination of the Company's
financial statements and records for the fiscal year ended April 30, 1994.
In the event of a negative vote on ratification, the selection will be
reconsidered.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT AUDITORS.
13
<PAGE> 18
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended April 30, 1994,
was mailed to each shareholder on or about July 11, 1994.
1995 SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the proxy statement for next year's Annual Meeting of Shareholders
is expected to be March 14, 1995.
VOTING RIGHTS OF COMMON SHARES
Class A Common Shares generally entitle the holders thereof to vote on all
matters properly submitted to the shareholders of the Company. Class B Common
Shares have no voting rights, except as otherwise required under the Ohio
General Corporation Law in certain limited circumstances.
The Company's current Amended Articles of Incorporation generally provide
that each Class A Common Share entitles the holder thereof to ten votes on each
matter to be considered at any meeting of shareholders, except that no holder is
entitled to exercise more than one vote on any such matter in respect of any
Class A Common Share with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the record date for the
meeting. Thus, after a person or group of persons having beneficial ownership of
specified Class A Common Shares sells such shares or otherwise transfers their
beneficial ownership, the new holder of those shares generally will be entitled
to one vote per share until the shares have been held without any further change
in beneficial ownership for four years. At the expiration of that four-year
period, the shareholder then will become entitled to ten votes per Class A
Common Share, provided that no further changes in beneficial ownership occur and
other applicable conditions are satisfied.
The express terms of the Class A Common Shares provide that a change in
beneficial ownership occurs whenever any change occurs in the person or group of
persons who has or shares voting power, investment power, the right to receive
sale proceeds, or the right to receive dividends or other distributions in
respect of those Class A Common Shares. In the absence of proof to the contrary,
a change in beneficial ownership will be deemed to have occurred whenever Class
A Common Shares are transferred of record into the name of any other person.
Moreover, corporations, general partnerships, limited partnerships, voting
trustees, banks, brokers, nominees, and clearing agencies will be entitled to
only one vote per share on Class A Common Shares held of record in their
respective names unless proof is provided to establish that there has been no
change in the person or persons who direct the exercise of any of the rights of
beneficial ownership. Thus, shareholders who hold Class A Common Shares in
"street" name or through any of the other indirect methods mentioned above must
submit proof of beneficial ownership to the Company's transfer agent in order to
be entitled to exercise ten votes per share. See "Voting by Proxy and
Confirmation of Beneficial Ownership."
The foregoing is merely a summary of the voting terms of the Common Shares
and should be read in conjunction with, and is qualified in its entirety by
reference to, the express terms of those Common Shares as set forth in the
Company's current Amended Articles of Incorporation. A copy of the pertinent
portions of those express terms is provided with this proxy statement to "street
name" and other indirect holders and is available upon request to any other
shareholder.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To assure that your Class A Common Shares will be represented at the
meeting, please complete, sign, and return the enclosed proxy in the envelope
provided for that purpose whether or not you expect to attend. Class A Common
Shares represented by a valid proxy will be voted as
14
<PAGE> 19
specified. The Company has no knowledge of any other matters to be presented to
the meeting, but, in the event other matters do properly come before the
meeting, the persons named in the proxy will vote in accordance with their
judgment on such matters.
Any shareholder, without affecting any vote previously taken, may revoke a
writing appointing a proxy by a later dated proxy or by giving notice of
revocation to the Company in writing (addressed to the Company at Strawberry
Lane, Orrville, Ohio 44667-0280, Attention -- Secretary) or in open meeting.
As indicated on the first page of this proxy statement and under "Voting
Rights of Common Shares," the number of votes that each shareholder will be
entitled to cast at the meeting will depend on whether or not there has been a
change in beneficial ownership with respect to each of such holder's Class A
Common Shares during the four years preceding the record date of July 5, 1994.
The Company has developed procedures regarding the proof that will be required
for determinations of beneficial ownership. Specifically, Class A Common Shares
held of record in the names of banks, brokers, nominees, and certain other
entities are covered by special, white proxy cards. Those proxy cards have been
provided to the record holders for completion by the beneficial owners. The
beneficial owner cards include a form of certification as to changes in
beneficial ownership. If that certification is not completed, a change in
beneficial ownership will be deemed to have occurred with respect to all the
Class A Common Shares covered thereby, so that the holder will be entitled to
only one vote per share for all those shares.
STEVEN J. ELLCESSOR
SECRETARY
By Order of the
Board of Directors
15
<PAGE> 20
[MAP PASTEUP]
MAP TO SITE OF ANNUAL MEETING
<PAGE> 21
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW
AND FOR THE PROPOSAL DESCRIBED IN ITEM 2.
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J. M.
SMUCKER COMPANY to be held on August 16, 1994, and at any
adjournment, PAUL H. SMUCKER, RICHARD K. SMUCKER, and
STEVEN J. ELLCESSOR, and each of them, are hereby
authorized to represent me and vote my shares on the
following:
1. Election of Directors to the class whose term of
office will expire in 1997. The nominees of the Board of
Directors are:
Charles S. Mechem, Jr., Vernon D. Netzly, Timothy P.
Smucker, and Benjamin B. Tregoe, Jr.
<TABLE>
<S> <C>
/ / FOR all nominees / / WITHHOLD AUTHORITY
(except as indicated below) as to all nominees
</TABLE>
(INSTRUCTION: IN THE SPACE BELOW, WRITE THE NAME OF
ANY INDIVIDUAL NOMINEE AS TO WHOM
AUTHORITY TO VOTE IS WITHHELD.)
----------------------------------------------------------
2. Proposal to ratify appointment of auditors.
/ / FOR / / AGAINST / / ABSTAIN
(Continued on the reverse side)
(Continued from the reverse side) CLASS A SHARES
3. Any other matter that may properly come before this
meeting.
The Board of Directors recommends a vote for the
proposal described in Item 2.
Signed this _____ day of __________, 1994
------------------------------------------
------------------------------------------
Signature of Shareholder
Please sign your name as it appears in
print and, in case of multiple or joint
ownership, all should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
ENVELOPE --
NO POSTAGE NECESSARY
National City -- IBM Blue Card
<PAGE> 22
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW
AND FOR THE PROPOSAL DESCRIBED IN ITEM 2.
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J. M.
SMUCKER COMPANY to be held on August 16, 1994, and at any
adjournment, PAUL H. SMUCKER, RICHARD K. SMUCKER, and
STEVEN J. ELLCESSOR, and each of them, are hereby
authorized to represent me and vote my shares on the
following:
1. Election of Directors to the class whose term of
office will expire in 1997. The nominees of the Board of
Directors are:
Charles S. Mechem, Jr., Vernon D. Netzly, Timothy P.
Smucker, and Benjamin B. Tregoe, Jr.
<TABLE>
<S> <C>
/ / FOR all nominees / / WITHHOLD AUTHORITY
(except as indicated below) as to all noiminees
</TABLE>
(INSTRUCTION: IN THE SPACE BELOW, WRITE THE NAME OF ANY
INDIVIDUAL NOMINEE AS TO WHOM AUTHORITY
TO VOTE IS WITHHELD.)
----------------------------------------------------------
2. Proposal to ratify appointment of auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. Any other matter that may properly come before this
meeting.
The Board of Directors recommends a vote for the
proposal described in Item 2.
(Continued on other side)
<TABLE>
<S> <C> <C>
(Continued from the reverse side) SEE ENCLOSED CLASS A SHARES
SHAREHOLDER
INSTRUCTION
LETTER.
</TABLE>
By signing below, the undersigned;
(A) instructs that this proxy be voted as marked; and
(B) certifies that of the total number of Class A
Shares represented by this proxy, _____________ have
been owned since BEFORE July 5, 1990, and _______________
were acquired ON or AFTER July 5, 1990.
IF NO CERTIFICATION IS MADE, IT WILL BE DEEMED THAT ALL
CLASS A COMMON SHARES COVERED BY THIS PROXY WERE ACQUIRED
ON OR AFTER JULY 5, 1990.
Signed this ____ day of ___________, 1994
-----------------------------------------
Signature of Shareholder
Please sign your name as it appears in
print and, in case of multiple or joint
ownership, all should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
ENVELOPE --
NO POSTAGE NECESSARY
White Card -- Small
<PAGE> 23
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED BELOW AND FOR THE PROPOSAL DESCRIBED IN ITEM 2.
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J. M. SMUCKER COMPANY to be
held on August 16, 1994, and at any adjournment, PAUL H. SMUCKER, RICHARD K.
SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are hereby authorized to
represent me and vote my shares on the following:
1. Election of Directors to the class whose term of office will expire in
1997. The nominees of the Board of Directors are:
Charles S. Mechem, Jr., Vernon D. Netzly, Timothy P. Smucker, and Benjamin
B. Tregoe, Jr.
(INSTRUCTION: IN THE TABLE ON THE REVERSE SIDE INDICATE THE NUMBER OF
SHARES WITHHELD AS TO EACH NOMINEE IN THE COLUMN MARKED
"AGAINST")
2. Proposal to ratify appointment of auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. Any other matter that may properly come before this meeting.
The Board of Directors recommends a vote for the proposal described in Item
2.
<PAGE> 24
(Continued from the reverse side)
<TABLE>
<CAPTION>
CLASS A SHARES OWNED BY THE BENEFICIAL
OWNERS SINCE BEFORE JULY 5, 1990
-----------------------------------------------------
FOR AGAINST ABSTAIN
--------------- --------------- ---------------
(Post number of shares NOT number of votes)
<S> <C> <C> <C>
1. Directors
Charles S. Mechem, Jr. ______ shs. ______ shs.
Vernon D. Netzly ______ shs. ______ shs.
Timothy P. Smucker ______ shs. ______ shs.
Benjamin B. Tregoe, Jr. ______ shs. ______ shs.
2. Proposal to ratify
appointment of auditors ______ shs. ______ shs. ______ shs.
</TABLE>
<TABLE>
<CAPTION>
CLASS SHARES ACQUIRED BY THE BENEFICIAL OWNERS
ON OR AFTER JULY 5, 1990
--------------------------------------------------
FOR AGAINST ABSTAIN
--------------- --------------- --------------
(Post number of shares NOT number of votes)
<S> <C> <C> <C>
1. Directors
Charles S. Mechem, Jr. ______ shs. ______ shs.
Vernon D. Netzly ______ shs. ______ shs.
Timothy P. Smucker ______ shs. ______ shs.
Benjamin B. Tregoe, Jr. ______ shs. ______ shs.
2. Proposal to ratify
appointment of auditors ______ shs. ______ shs. ______ shs.
</TABLE>
POST ONLY RECORD POSITION; DO NOT TABULATE VOTES
Signed this _____ date of __________, 1994.
-------------------------------------------
-------------------------------------------
Signature of Shareholder
Please sign your name as it appears in
print and, in case of multiple or joint
ownership, all should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE
NECESSARY
WHITE CARD -- LARGE
<PAGE> 25
TO: SOCIETY NATIONAL BANK, TRUSTEE (THE "TRUSTEE") UNDER THE J.M. SMUCKER
EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN").
I, the undersigned, as a Participant in the Plan, hereby instruct the Trustee to
vote (in person or by proxy), in accordance with my instructions on the reverse
and the provisions of the Plan, all Common Shares of The J.M. Smucker Company
(the "Company") allocated to my account under the Plan ("Allocated Shares"), as
well as a portion of those unallocated shares held in the ESOP Suspense Account
as determined in accordance with the terms of the Plan ("Unallocated Shares"),
as of the record date for the Annual Meeting of Shareholders of the Company to
be held on August 16, 1994.
(Change of Address/Comments)
-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
/ SEE REVERSE SIDE /
Only one box should be checked for voting your Allocated Shares and one box for
voting your Unallocated Shares. The trustee will not vote any shares allocated
to your account in accordance with your instructions for which timely
instructions are not received by 12:00 noon August 15, 1994.
(Reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned participant. If no direction is made, this proxy shall be voted
by voting Plan participants in their capacity as "Named Fiduciaries" in
accordance with the voting provisions in the Plan.
The signer hereby revokes all Instructions heretofore given by the signer to
vote at said meeting or any adjournments thereof.
1. Election of Directors: The nominees of the Board of Directors to the class
whose term of office will expire in 1997 are Charles S. Mechem, Jr., Vernon
D. Netzly, Timothy P. Smucker, and Benjamin B. Tregoe, Jr.
<TABLE>
<S> <C>
ALLOCATED SHARES / / FOR ALL NOMINEES (EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES): ___________________
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
UNALLOCATED SHARES / / FOR ALL NOMINEES (EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES): ___________________
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
</TABLE>
2. Ratification of appointment of Ernst & Young as independent auditors. (The
Board of Directors recommends a FOR proposal 2.)
<TABLE>
<S> <C> <C>
ALLOCATED SHARES / / FOR / / AGAINST
UNALLOCATED SHARES / / FOR / / AGAINST
</TABLE>
Please sign, date, and return this instruction card promptly in the enclosed
envelope.
Change of Address/Comments on Reverse Side.
Signature of Participant __________________________________ Date___________ 1994
Society -- IBM Single -- Green Card
<PAGE> 26
TO: SOCIETY NATIONAL BANK, TRUSTEE (THE "TRUSTEE") UNDER THE J.M. SMUCKER
EMPLOYEE SAVINGS PLAN (THE "PLAN").
I, the undersigned, as a Participant in the Plan, hereby instruct the Trustee to
vote (in person or by proxy), in accordance with my instructions on the reverse
and the provisions of the Plan, all Common Shares of The J.M. Smucker Company
(the "Company") allocated to my account under the Plan ("Allocated Shares") as
well as a portion of all non-directed shares as determined in accordance with
the terms of the Plan ("Non-directed Shares"), as of the record date for the
Annual Meeting of Shareholders of the Company to be held on August 16, 1994.
(Change of Address/Comments)
-------------------------------
-------------------------------
-------------------------------
-------------------------------
-------------------------------
/ SEE REVERSE SIDE /
Only one box should be checked for voting your Allocated Shares and one box for
voting your Non-directed Shares. The trustee will not vote any shares allocated
to your account in accordance with your instructions for which timely
instructions are not received by 12:00 noon August 15, 1994.
(Reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned participant. If no direction is made, this proxy shall be voted
by voting Plan participants in their capacity as "Named Fiduciaries" in
accordance with the voting provisions in the Plan.
The signer hereby revokes all Instructions heretofore given by the signer to
vote at said meeting or any adjournments thereof.
1. Election of Directors: The nominees of the Board of Directors to the class
whose term of office will expire in 1997 are Charles S. Mechem, Jr., Vernon
D. Netzly, Timothy P. Smucker, and Benjamin B. Tregoe, Jr.
<TABLE>
<S> <C>
ALLOCATED SHARES / / FOR ALL NOMINEES (EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES): __________________
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
NON-DIRECTED SHARES / / FOR ALL NOMINEES (EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES): ___________________
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
</TABLE>
2. Ratification of appointment of Ernst & Young as independent auditors. (The
Board of Directors recommends a FOR proposal 2.)
<TABLE>
<S> <C> <C>
ALLOCATED SHARES / / FOR / / AGAINST
NON-DIRECTED SHARES / / FOR / / AGAINST
</TABLE>
Please sign, date, and return this instruction card promptly in the enclosed
envelope.
Change of Address/Comments on Reverse Side.
Signature of Participant _____________________________ Date ______________, 1994
Society -- IBM Yellow (Soft) Card
<PAGE> 27
LOGO(R)
Dear Shareholder:
The enclosed proxy card for Class A Common Shares of The J. M. Smucker
Company ("Smucker") is a little different from most proxy cards. It not only
permits you to give instructions as to how to vote your Class A Common Shares,
but also provides for certification as to how long you have been the beneficial
owner of your shares. That certification will determine how many votes you will
be entitled to cast at the Annual Meeting to be held on August 16, 1994.
The number of votes to which you will be entitled depends on whether or not
there has been any change since July 5, 1990 (the date which is four years prior
to the record date for the Annual Meeting), in the "beneficial ownership" of
your Class A Common Shares, as that phrase is defined in Smucker's Amended
Articles of Incorporation. Generally speaking, this means that if you own Class
A Common Shares that were purchased prior to July 5, 1990, you will be entitled
to ten votes for each of those shares. You will have only one vote per share,
though, for Class A Common Shares purchased on or after July 5, 1990.
Even though you have shares acquired on or after July 5, 1990, you may be
entitled to ten votes per share under certain circumstances. Those circumstances
and other aspects of the voting rights of the holders of Class A Common Shares
are governed by the Amended Articles of Incorporation, pertinent portions of
which are set forth on the reverse side of this letter. If you have questions,
please contact either our Corporate Secretary's office or our Transfer Agent,
National City Bank. Their addresses and telephone numbers are listed in our
Annual Report.
IT IS IMPORTANT THAT YOU COMPLETE THE CERTIFICATION AND INSTRUCTION ON THE
ACCOMPANYING PROXY CARD. IF YOU DO NOT FILL IN THE BLANKS, IT WILL BE ASSUMED
THAT ALL THE CLASS A COMMON SHARES REPRESENTED BY YOUR PROXY WERE ACQUIRED ON OR
AFTER JULY 5, 1990, AND YOU WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE FOR ALL
THOSE SHARES.
PAUL SMUCKER
Chairman of the Executive
Committee
July 11, 1994
<PAGE> 28
EXPRESS TERMS OF CLASS A SHARES
(a) Each outstanding Class A Share shall entitle the holder thereof to ten
votes on each matter properly submitted to the shareholders for their vote,
consent, waiver, release or other action, other than any matter submitted to the
shareholders for purposes solely of Article Fifth hereof; except that no holder
shall be entitled to exercise more than one vote on any such matter in respect
of any Class A Share with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the date on which a
determination is made of the shareholders who are entitled to take any such
action; and except that no holder shall be entitled to exercise more than one
vote on any such matter in respect of any Class A Share if the aggregate voting
power such holder otherwise would be entitled to exercise as of the date of such
a determination (disregarding the voting power of any Class A Shares held by
such holder on August 20, 1985 or acquired by such holder in a transaction not
involving any change in beneficial ownership by reason of paragraph (c) of this
Division II) would constitute one-fifth or more of the voting power of the
Company and the holders of the Class A Shares have not authorized the ownership
of Class A Shares by such person as and to the extent contemplated by Article
Seventh hereof.
(b) A change in beneficial ownership of an outstanding Class A Share shall
be deemed to have occurred whenever a change occurs in any person or group of
persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (1) voting power, which
includes the power to vote, or to direct the voting of such Class A Share, (2)
investment power, which includes the power to direct the sale or other
disposition of such Class A Share, (3) the right to receive or retain the
proceeds of any sale or other disposition of such Class A Share or (4) the right
to receive any distributions, including cash dividends, in respect of such Class
A Share.
(A) In the absence of proof to the contrary provided in accordance with
the procedures referred to in paragraph (d) of this Division II, a change in
beneficial ownership shall be deemed to have occurred whenever a Class A
Share is transferred of record into the name of any other person.
(B) In the case of a Class A Share held of record in the name of a
corporation, general partnership, limited partnership, voting trustee, bank,
trust company, broker, nominee or clearing agency, if it has not been
established pursuant to such procedures that there has been no change in the
person or persons who direct the exercise of the rights referred to in
clauses (b)(l) through (b)(4) of this Division II with respect to such Class
A Share during the period of four years immediately preceding the date on
which a determination is made of the shareholders who are entitled to take
any action (or since August 20, 1985 for any period ending on or before
August 19, 1989), then a change in beneficial ownership shall be deemed to
have occurred during such period.
(C) In the case of a Class A Share held of record in the name of any
person as a trustee, agent, guardian or custodian under the Uniform Gifts to
Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of
such trust, the principal of such agent, the ward of such guardian or the
minor for whom such custodian is acting or in such trustee, agent, guardian
or custodian.
(D) In the case of Class A Shares beneficially owned by a person or
group of persons who, after acquiring directly or indirectly the beneficial
ownership of five percent of the outstanding Class A Shares, failed to
notify the Company of such ownership, a change in beneficial ownership of
such Class A Shares shall be deemed to occur on each day while such failure
continues.
(c) Notwithstanding anything in this Division II to the contrary, no change
in beneficial ownership shall be deemed to have occurred solely as a result of:
(1) any event that occurred prior to August 20, 1985 or pursuant to the
terms of any contract (other than a contract for the purchase and sale of
Class A Shares contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of Class A Shares is a party;
(2) any transfer of any interest in a Class A Share pursuant to a
bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for the purpose of
circumventing this Article Fourth;
(3) any change in the beneficiary of any trust, or any distribution of a
Class A Share from trust, by reason of the birth, death, marriage or divorce
of any natural person, the adoption of any natural person prior to age 18 or
the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship
or custodial arrangement;
(4) any appointment of a successor trustee, agent, guardian or custodian
with respect to a Class A Share if neither such successor has nor its
predecessor had the power to vote or to dispose of such Class A Share
without further instructions from others;
(5) any change in the person to whom dividends or other distributions in
respect of a Class A Share are to be paid pursuant to the issuance or
modification of a revocable dividend payment order; or
(6) any issuance of a Class A Share by the Company or any transfer by
the Company of a Class A Share held in treasury unless otherwise determined
by the Board of Directors at the time of authorizing such issuance or
transfer.
(d) For purposes of this Division II, all determinations concerning changes
in beneficial ownership, or the absence of any such change, shall be made by the
Company or, at any time when a transfer agent is acting with respect to the
Class A Shares, by such transfer agent on the Company's behalf. Written
procedures designed to facilitate such determinations shall be established by
the Company and refined from time to time. Such procedures shall provide, among
other things, the manner of proof of facts that will be accepted and the
frequency with which such proof may be required to be renewed. The Company and
any transfer agent shall be entitled to rely on all information concerning
beneficial ownership of the Class A Shares coming to their attention from any
source and in any manner reasonably deemed by them to be reliable, but neither
the Company nor any transfer agent shall be charged with any other knowledge
concerning the beneficial ownership of the Class A Shares.
(e) In the event of any stock split or stock dividend with respect to the
Class A Shares, each Class A Share acquired by reason of such split or dividend
shall be deemed to have been beneficially owned by the same person continuously
from the same date as that on which beneficial ownership of the Class A Share,
with respect to which such Class A Share was distributed, was acquired.
(f) Each Class A Share, whether at any particular time the holder thereof is
entitled to exercise ten votes or one, shall be identical to all other Class A
Shares in all respects, and together the Class A Shares shall constitute a
single class of shares of the Company.
<PAGE> 29
LOGO(R)
VOTING PROCEDURES -- BENEFICIAL OWNERS
CLASS A COMMON SHARES OF THE J. M. SMUCKER COMPANY
To All Banks, Brokers, and Nominees:
In accordance with the Amended Articles of Incorporation of The J. M.
Smucker Company ("Smucker"), shareholders who were holders of Class A Common
Shares of record on July 5, 1994, and who acquired Smucker Class A Common Shares
prior to July 5, 1990, will be able to cast ten votes per share on those shares
at the Annual Meeting to be held on August 16, 1994. Those holders of record who
acquired their Class A Common Shares on or after July 5, 1990, are, with certain
exceptions, entitled to cast one vote per share on the Class A Common Shares so
acquired.
To enable Smucker to tabulate the voting by beneficial owners of Class A
Common Shares held in your name, a special proxy card has been devised in
accordance with suggestions made by representatives of brokerage houses and
banks. On this card, the beneficial owner will certify the numbers of ten-vote
shares and one-vote shares, respectively, he or she is entitled to vote, and
will by the same signature give instructions as to the voting of those shares.
ALL UNCERTIFIED SHARES, WHETHER INSTRUCTED OR NOT, ARE TO BE LISTED AS ONE-VOTE
SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY BECAUSE OF THE
NATURE OF THE VOTING RIGHTS OF THE COMMON SHARES. The beneficial owner proxy
card certification is as follows:
By signing below, the undersigned:
(A) instructs that this proxy be voted as marked; and
(B) certifies that of the total number of Class A Shares
represented by this proxy, have been owned since
BEFORE July 5, 1990, and were acquired ON OR AFTER
July 5, 1990.
If no certification is made, it will be deemed that ALL
Class A Common Shares represented by this proxy were
acquired on or after July 5, 1990.
The BROKER'S proxy card has also been designed to accommodate the voting of
the Class A Common Shares.
Please note, you do NOT have to TABULATE, only RECORD the numbers shown on
the certification. Please note also that you do NOT certify if you are a broker;
the beneficial owner certifies.
If you are a bank, you may wish to follow your usual procedures and furnish
the beneficial owner's proxy card to the beneficial owner for return directly to
Smucker's transfer agent. The beneficial owner will then complete the
certification before returning the card.
VOTE ONLY CLASS A COMMON SHARES; SMUCKER CLASS B COMMON SHARES HAVE NO
VOTING RIGHTS. BENEFICIAL OWNERS WHO HOLD CLASS B COMMON SHARES ONLY SHOULD NOT
RECEIVE PROXY CARDS OR "DEAR SHAREHOLDER" LETTERS; SEND THEM ONLY ANNUAL REPORTS
AND PROXY STATEMENTS.
<PAGE> 30
LOGO(R)
July 11, 1994
To: Participants in The J. M. Smucker Company Employee Stock Ownership Plan
The Annual Meeting of Shareholders of The J. M. Smucker Company will be
held on August 16, 1994, in Fisher Auditorium at the Ohio Agricultural Research
and Development Center, 1680 Madison Avenue, Wooster, Ohio. As a participant in
the Company's Employee Stock Ownership Plan (the "Plan"), you are encouraged to
take an interest in the affairs of the Company by exercising your right to vote
the shares of the Company's stock held in the Plan.
In order that you may do so, the following items are enclosed:
1. an Annual Report to Shareholders;
2. a Notice of Annual Meeting and Proxy Statement;
3. a voting instruction card for the Plan; and
4. a postage paid reply envelope.
The voting instruction card details the proposals that will be voted upon
at the Annual Meeting. As a Plan participant, you are entitled to two separate
votes, one for the Company's Common Shares allocated to your Plan account, and
one for a portion of the Plan's unallocated Common Shares. If you do not sign
and return your voting instruction card, the shares you are entitled to vote
will be voted by voting Plan participants in their capacity as "Named
Fiduciaries" in accordance with the provisions of the Plan.
Please sign, date, and return the attached voting card in the enclosed
envelope before August 15, 1994. Your voting card must be received by 12:00 noon
on August 15, 1994, in order to be considered timely and to be voted in
accordance with your instructions.
Very Truly Yours,
/s/ Paul H. Smucker
CHAIRMAN OF THE
EXECUTIVE COMMITTEE
Enclosures
<PAGE> 31
LOGO(R)
July 11, 1994
To: Participants in The J. M. Smucker Company Employee Savings Plan
The Annual Meeting of Shareholders of The J. M. Smucker Company will be
held on August 16, 1994, in Fisher Auditorium at the Ohio Agricultural Research
and Development Center, 1680 Madison Avenue, Wooster, Ohio. As a participant in
the Company's Employee Savings Plan (the "Plan"), you are encouraged to take an
interest in the affairs of the Company by exercising your right to vote the
shares of the Company's stock held in the Plan.
In order that you may do so, the following items are enclosed:
1. an Annual Report to Shareholders;
2. a Notice of Annual Meeting and Proxy Statement;
3. a voting instruction card for the Plan; and
4. a postage paid reply envelope.
The voting instruction card details the proposals that will be voted upon
at the Annual Meeting. As a Plan participant, you are entitled to two separate
votes, one for the Company's Common Shares allocated to your Plan account, and
one for a portion of the Plan's non-directed Common Shares. If you do not sign
and return your voting instruction card, the shares you are entitled to vote
will be voted by voting Plan participants in their capacity as "Named
Fiduciaries" in accordance with the provisions of the Plan.
Please sign, date, and return the attached voting card in the enclosed
envelope before August 15, 1994. Your voting card must be received by 12:00 noon
on August 15, 1994, in order to be considered timely and to be voted in
accordance with your instructions.
Very Truly Yours,
/s/ Paul H. Smucker
CHAIRMAN OF THE
EXECUTIVE COMMITTEE
Enclosures
