<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended April 30, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5111
THE J. M. SMUCKER COMPANY
<TABLE>
<S> <C>
OHIO 34-0538550
State of Incorporation I.R.S. Employer Identification No.
</TABLE>
One Strawberry Lane
Orrville, Ohio 44667-0280
Principal executive offices
Telephone number: (216) 682-3000
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Shares, no par value Registered on the
Class B Common Shares, no par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The Registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
has been subject to such filing requirements for at least the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
As of July 5, 1994, 14,391,339 Class A Common Shares and 14,780,839 Class B
Common Shares of The J.M. Smucker Company were issued and outstanding. The
aggregate market value of the voting Common Shares (Class A) held by
non-affiliates of the Registrant at July 5, 1994, was $270,068,939.
Certain sections of the Registrant's definitive Proxy Statement, dated July
11, 1994, for the August 16, 1994 Annual Meeting of Shareholders and of the 1994
Annual Report to Shareholders are incorporated by reference into Parts I, II,
III and IV of this Report.
<PAGE> 2
PART I
ITEM 1. BUSINESS
THE COMPANY. The J. M. Smucker Company was begun in 1897 and was
incorporated in Ohio in 1921. The Company, generally referred to as
"SMUCKER'S" (a registered trademark), operates in one industry, the
manufacturing and marketing of food products on a worldwide basis. Unless
otherwise indicated by the context, the term "Company" as used in this report
means The J. M. Smucker Company and its subsidiaries.
PRINCIPAL PRODUCTS. The principal products of the Company are jams, jellies,
preserves, fruit spreads, frozen pies, dessert toppings, syrups, peanut butter,
industrial fruit products (such as bakery and yogurt fillings), fruit and
vegetable juices, juice beverages, pie fillings, condiments, and gift packages.
The Company is structured around six strategic business areas: Consumer,
Mrs. Smith's, Foodservice, International, Industrial, and Specialty Foods.
Within the domestic markets, the Company's products are primarily sold through
brokers to chain, wholesale, cooperative, and independent grocery accounts and
other consumer markets, and to foodservice distributors and chains including:
hotels, restaurants, and institutions. Industrial products such as bakery and
fruit fillings are typically sold direct to other food manufacturers and
marketers for inclusion in their products. The Company's acquisition of the
Mrs. Smith's Frozen Foods Co., a subsidiary of Kellogg Company in late fiscal
1994 has allowed the Company to expand its distribution into the frozen foods
section of the grocery store.
The Company's distribution outside the United States is principally in
Canada, Australia, the United Kingdom, and Latin America, although products are
exported to other countries. The acquisition during fiscal 1994 of the
Culinar, Inc. jam division in Quebec significantly expanded the Company's
presence in the Canadian market. International sales now represent
approximately 11% of total Company sales.
SOURCES AND AVAILABILITY OF RAW MATERIALS. The fruit raw materials used by
the Company in the production of its food products are generally purchased from
independent growers and suppliers, although the Company grows some strawberries
for its own use. Because of the seasonal nature and volatility of quantities
of most of the crops on which the Company depends, it is necessary to prepare
and freeze stocks of fruit, fruit juices, berries and other food products and
to maintain them in cold storage warehouses. Sweeteners, peanuts, and other
ingredients are obtained from various other sources.
PATENTS AND TRADEMARKS. The Company's products are marketed under several
trademarks owned by the Company. The principal trademarks of the Company
include: "SMUCKER'S", "MRS. SMITH'S", "THE R. W. KNUDSEN FAMILY", "MARY
ELLEN", "LOST ACRES", "SIMPLY FRUIT", "DUTCH GIRL", "GOOD MORNING", "EXTRA
FRUIT", "DOUBLE FRUIT", "J. M. SMUCKER'S", "SUPER SPREADERS", "LOW SUGAR",
"GOOBER", "MAGIC SHELL", "SPECIAL RECIPE", "SUNDAE SYRUP", "RECHARGE", "AFTER
THE FALL", "SANTA CRUZ NATURAL", "DICKINSON'S", "SPRITZER", "FRUIT TEAZER",
"TEAKOOLER", "HEINKE", and "FRUITAGE". In addition, the Company licenses the
"IXL", "SHIRRIFF", "SCHWARTAU", and "VACHON" brands.
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Other slogans or designs considered important trademarks to the Company
include: "With a name like SMUCKER'S, it has to be good," "SMUCKER'S" banner,
the Crock Jar shape, Gingham design, and strawberry logo.
SEASONALITY. Historically, the Company's business has not been highly
seasonal. However, due to the demand for frozen pies during the fall and
holiday season, the Company expects the addition of "MRS. SMITH'S" to
significantly impact its second and third quarter results.
WORKING CAPITAL. Working capital requirements are greatest during the late
spring and summer months due to seasonal procurement of fruits, berries, and
peanuts. During this period, short-term borrowing may be used to augment
working capital generated by sales.
CUSTOMERS. The Company is not dependent either on a single customer or on a
very few for a major part of its sales. No single domestic or foreign customer
accounts for more than 10% of consolidated sales.
ORDERS. Generally, orders are filled within a few days of receipt and the
backlog of unfilled orders at any particular time is not material.
GOVERNMENT BUSINESS. The Company has no material portion of its business
which may be subject to negotiation of profits or termination of contracts at
the election of the government.
COMPETITION. The Company is the leading manufacturer of fruit spreads,
toppings, and frozen pies in the United States. The Company's business is
highly competitive as all its brands compete for retail shelf space with other
advertised and branded products as well as unadvertised and private label
products. The rapid growth of alternative store formats (i.e. Warehouse Club
and Mass Merchandise stores) and changes in business practices, resulting from
both technological advances and new industry techniques, have added additional
variables for companies in the food industry to consider in order to remain
competitive. The principal methods of and factors in competition are product
quality, price, advertising, and promotion.
ENVIRONMENTAL MATTERS. Compliance with the provision of federal, state and
local environmental regulations regarding either the discharge of materials
into the environment or the protection of the environment is not expected to
have a material effect upon the capital expenditures, earnings, or competitive
position of the Company.
EMPLOYEES. At April 30, 1994, the Company had approximately 2,600 full-time
employees, worldwide.
SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning international
operations for the years 1994, 1993, and 1992 is hereby incorporated by
reference from the 1994 Annual Report to Shareholders, on page 20 under Note B:
"Operating Segments."
<PAGE> 4
ITEM 2. PROPERTIES
The table below lists all the Company's manufacturing and fruit processing
facilities. All of the Company's properties are maintained and updated on a
regular basis, and the Company continues to make investment for expansion and
technological improvements.
<TABLE>
<CAPTION>
Domestic Manufacturing Locations Products Produced
- - -------------------------------- --------------------------------------------------
<S> <C>
Orrville, Ohio Fruit spreads, toppings, industrial fruit products
Salinas, California Fruit spreads, toppings
Memphis, Tennessee Fruit spreads, toppings
Ripon, Wisconsin Fruit spreads, toppings, condiments
New Bethlehem, Pennsylvania Peanut butter and "GOOBER" products
Pottstown, Pennsylvania Frozen pies, frozen desserts, pie shells
Chico, California Fruit and vegetable juices, beverages
Havre de Grace, Maryland Fruit and vegetable juices, beverages
Fruit Processing Locations Fruit Processed
- - -------------------------- -------------------------------------------------
Watsonville, California Strawberries, oranges, apples, peaches, apricots
Woodburn, Oregon Industrial fruit products, strawberries,
raspberries, blackberries, blueberries
Grandview, Washington Grapes, cherries, strawberries
Oxnard, California Strawberries
International Manufacturing
- - ---------------------------
Locations Products Produced
- - --------- -------------------------------------------------
Ste-Marie, Quebec, Canada Fruit spreads, pie fillings, sweet spreads
Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps
Elsenham, England Jams, specialty items
</TABLE>
In addition to the locations listed above, acreage is leased in California
for the growing of strawberries. The corporate headquarters are located in
Orrville, Ohio and offices are leased in Toronto, Ontario, and Longueuil,
Quebec, Canada, and Carlton, Victoria, Australia. All production properties
are owned except the facility in Oxnard, California, which is leased.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding which would be
considered material.
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ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE COMPANY
The names, ages as of July 1, 1994, and positions of the executive officers
of the Company are listed below. All executive officers serve at the pleasure
of the Board of Directors, with no fixed term of office. Paul H. Smucker is
the father of Tim and Richard K. Smucker. All of the officers have held
various positions with the Company for more than five years.
<TABLE>
<CAPTION>
Years with Served in
Name Age Company Position Office Since
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul H. Smucker 77 55 Chairman of the Executive Committee 1970
Tim Smucker 50 25 Chairman 1987
Richard K. Smucker 46 21 President 1987
Vincent C. Byrd 39 17 Vice President - International 1989
K. Edwin Dountz 52 18 Vice President - Sales 1982
Fred A. Duncan 48 16 Vice President - Procurement and 1984
Technical Services
Charles A. Laine 58 29 Vice President - Consumer Marketing 1984
R. Alan McFalls 49 17 Vice President - Corporate Development
and Planning 1988
John D. Milliken 49 20 Vice President - Customer Logistics 1981
Robert R. Morrison 59 33 Vice President - Operations 1967
Vernon D. Netzly 64 38 Vice President - Industrial Market 1967
Steven J. Ellcessor 42 8 Secretary and General Counsel 1986
Richard G. Jirsa 48 19 Controller 1978
Philip P. Yuschak 55 18 Treasurer 1989
</TABLE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information pertaining to the market for the Company's Common Stock and
other related shareholder information is hereby incorporated by reference from
the Company's 1994 Annual Report to Shareholders under the caption "Stock Price
Data" on page 9.
<PAGE> 6
ITEM 6. SELECTED FINANCIAL DATA
Five year summaries of selected financial data for the Company and
discussions of accounting changes which materially affect the comparability of
the selected financial data are hereby incorporated by reference from the
Company's 1994 Annual Report to Shareholders under the following captions and
page numbers: "Five Year Summary of Selected Financial Data" on page 9; Note
E: "Postretirement Benefits Other Than Pensions" on page 22; and Note G:
"Income Taxes" on pages 24 and 25.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's discussion and analysis of results of operations and financial
condition, including a discussion of liquidity and capital resources, is hereby
incorporated by reference from the Company's 1994 Annual Report to
Shareholders, on pages 10 through 12.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements of the Company at April 30, 1994, 1993, and
1992 and for each of the three years in the period ended April 30, 1994, with
the report of independent auditors and selected unaudited quarterly financial
data, are hereby incorporated by reference from the Company's 1994 Annual
Report to Shareholders on page 9 and pages 13 through 26, respectively.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and nominees for directorship is incorporated
herein by reference from the Company's definitive Proxy Statement, dated July
11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994, on
pages 2 through 4, under the caption "Election of Directors." For information
concerning the Company's executive officers, see "Executive Officers of the
Registrant" set forth in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the compensation of directors and executive officers is
incorporated by reference from the Company's definitive Proxy Statement, dated
July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994
under the following captions and page numbers: "Directors' Meetings and
Compensation" on page 4, and "Executive Compensation" on pages 4 through 10.
<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners of all
directors and nominees, of the named executive officers, and of directors and
executive officers as a group, is hereby incorporated by reference from the
Company's definitive Proxy Statement, dated July 11, 1994, for the 1994 Annual
Meeting of Shareholders on August 16, 1994 on pages 12 and 13 under the caption
"Ownership of Common Shares."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
hereby incorporated by reference from the Company's definitive Proxy Statement
dated July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16,
1994 under the following captions and page numbers: "Election of Directors" on
pages 2 through 4.
<PAGE> 8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1, 2. Financial Statements and Financial Statement Schedules
The index to Consolidated Financial Statements and Financial
Statement Schedules is included on page F-1 of this Report.
3. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
- - ------ -------------------------------------------------------
<S> <C>
3(a) 1991 Amended Articles of Incorporation incorporated by
reference to the 1992 Annual Report on Form 10-K.
3(b) Amended Regulations incorporated by reference to the
1988 Annual Report on Form 10-K.
4(a) Industrial Development Revenue Bond Project Agreement
dated as of December 1, 1986. As permitted by Item
601(b)(4)(iii) of Regulation S-K, copies of this
instrument are not filed herewith; a copy will be
furnished to the Commission upon request.
4(b) Promissory Note between The J. M. Smucker Company and
First of America Bank - Central dated as of March 15,
1993. As permitted by Item 601(b)(4)(iii) of Regulation
S-K, copies of this instrument are not filed herewith;
a copy will be furnished to the Commission upon request.
10(a) Amended Restricted Stock Bonus Plan, as amended.
10(b) Top Management Supplemental Retirement Benefit Plan, as
amended and restated.
10(c) 1987 Stock Option Plan, as amended.
10(d) Management Incentive Plan
13 Excerpts from 1994 Annual Report to Shareholders
22 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Power of Attorney
<FN>
All other required exhibits are either inapplicable to the Company
or require no answer.
</TABLE>
<PAGE> 9
Copies of exhibits are not attached hereto, but the Company will
furnish any of the foregoing exhibits to any shareholder upon written
request. Please address inquiries to: The J. M. Smucker Company,
Strawberry Lane, Orrville, Ohio 44667, Attention: Steven J. Ellcessor,
Secretary. A fee of $1 per page will be charged to help defray the
cost of handling, copying, and return postage.
(b) Reports on Form 8-K filed in the Fourth Quarter of 1994.
On April 15, 1994, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission reporting that the Company was acquiring
the "MRS. SMITH'S" frozen pie business from Mrs. Smith's Frozen Foods Co.,
a wholly owned subsidiary of Kellogg Company.
On June 13, 1994, the Company amended its April 15, 1994 Form 8-K filing to
include both audited financial statements and proforma information as
required under item 7(a) and 7(b) of Form 8-K.
(c) The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) The response to this portion of Item 14 is submitted as a separate section
of this report.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 15, 1994
The J. M. Smucker Company
By ___________________________________
Steven J. Ellcessor, Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date
indicated.
<TABLE>
<S> <C>
_______________________________ Chairman of the Executive Committee and Director
Paul H. Smucker (Principal Executive Officer)
_______________________________ Chairman and Director
Tim Smucker (Principal Executive Officer)
_______________________________ President and Director
Richard K. Smucker (Principal Executive Officer)
(Principal Financial Officer)
_______________________________ Controller
Richard G. Jirsa (Principal Accounting Officer)
_______________________________ Director
Lena C. Bailey
_______________________________ Director
William P. Boyle, Jr.
_______________________________ Director By _______________________________
Russell G. Mawby Steven J. Ellcessor
Attorney-in-Fact
_______________________________ Director
Charles S. Mechem, Jr. Date: July 15, 1994
_______________________________ Director
Robert R. Morrison
_______________________________ Director
Vernon D. Netzly
_______________________________ Director
Benjamin B. Tregoe, Jr.
_______________________________ Director
Barbara Trueman
_______________________________ Director
William Wrigley, Jr.
</TABLE>
<PAGE> 11
<TABLE>
THE J. M. SMUCKER COMPANY
ANNUAL REPORT ON FORM 10-K
ITEMS 14(A)(1) AND (2), (C) AND (D)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
<CAPTION>
Form Annual
10-K Report To
Report Shareholders
------ ------------
<S> <C> <C>
Data incorporated by reference from the 1994 Annual Report to
Shareholders of The J. M. Smucker Company:
Consolidated Balance Sheets at April 30, 1994 and 1993 . . . . 14-15
For the years ended April 30, 1994, 1993, and 1992:
Statements of Consolidated Income . . . . . . . . . . . . . 13
Statements of Consolidated Cash Flows . . . . . . . . . . . 16
Statements of Consolidated Shareholders' Equity . . . . . . 17
Notes to Consolidated Financial Statements . . . . . . . . . 19-26
Consolidated financial statement schedules at April 30, 1994,
or for the years ended April 30, 1994, 1993, and 1992:
V. Property, plant, and equipment . . . . . . . . . . . F-2
VI. Accumulated depreciation, depletion and amortization
of property, plant, and equipment . . . . . . . . . F-3
VIII. Valuation and qualifying accounts . . . . . . . . . . F-4
IX. Short-term borrowings . . . . . . . . . . . . . . . . F-5
X. Supplementary income statement information . . . . . F-6
<FN>
All other schedules are omitted because they are not applicable or because
the information required is included in the Consolidated Financial Statements
or the notes thereto.
</TABLE>
F-1
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<TABLE>
THE J. M. SMUCKER COMPANY
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED APRIL 30, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<CAPTION>
Balance at Balance at
Beginning Additions Other End of
Classification of Year at Cost Retirements (A) Year
- - -------------- ---------- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended April 30, 1994:
Land and land improvements $ 11,792 $ 731 $ 157 $ 1,167 $ 13,533
Buildings and fixtures 53,824 3,544 642 11,636 68,362
Machinery and equipment 96,786 12,448 1,923 23,092 130,403
Construction in progress 4,502 1,984 --- --- 6,486
-------- ------- ------- ------- --------
Totals $166,904 $18,707 $ 2,722 $ 35,895 $218,784
- - ------ ======== ======= ======= ========= ========
Year Ended April 30, 1993:
Land and land improvements $ 11,985 $ 824 $ 772 $ (245) $ 11,792
Buildings and fixtures 47,191 7,244 153 (458) 53,824
Machinery and equipment 88,781 11,356 2,784 (567) 96,786
Construction in progress 2,922 1,580 --- --- 4,502
-------- ------- ------- ------- --------
Totals $150,879 $21,004 $ 3,709 $ (1,270) $166,904
- - ------ ======== ======= ======= ========= ========
Year Ended April 30, 1992:
Land and land improvements $ 10,473 $ 1,294 $ 22 $ 240 $ 11,985
Buildings and fixtures 45,233 2,531 390 (183) 47,191
Machinery and equipment 78,893 12,737 2,758 (91) 88,781
Construction in progress 2,123 799 --- --- 2,922
-------- ------- ------- ------- --------
Totals $136,722 $17,361 $ 3,170 $ (34) $150,879
- - ------ ======== ======= ======= ========= ========
<FN>
(A) Includes acquisitions and effects of foreign currency translation adjustments.
</TABLE>
F-2
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<TABLE>
THE J. M. SMUCKER COMPANY
SCHEDULE VI - ACCUMULATED DEPRECIATION
YEARS ENDED APRIL 30, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<CAPTION>
Additions
Balance at Charged to Balance at
Beginning Costs and Other End of
Classification of Year Expense (B) Retirements (A) Year
- - -------------- ---------- ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
1994:
Land and land improvements $ 1,441 $ 214 $ 8 $ (1) $ 1,646
Buildings and fixtures 21,302 2,554 363 7 23,500
Machinery and equipment 47,835 9,971 1,656 (18) 56,132
-------- ------- ------- -------- --------
Totals $ 70,578 $12,739 $ 2,027 $ (12) $ 81,278
- - ------ ======== ======= ======= ======= ========
1993:
Land and land improvements $ 1,797 $ 192 $ 544 $ (4) $ 1,441
Buildings and fixtures 19,239 2,201 91 (47) 21,302
Machinery and equipment 41,520 8,744 2,234 (195) 47,835
-------- ------- ------- ------- --------
Totals $ 62,556 $11,137 $ 2,869 $ (246) $ 70,578
- - ------ ======== ======= ======= ======= ========
1992:
Land and land improvements $ 1,624 $ 184 $ 13 $ 2 $ 1,797
Buildings and fixtures 17,461 2,116 373 35 19,239
Machinery and equipment 34,728 8,453 1,628 (33) 41,520
-------- ------- ------- ------- --------
Totals $ 53,813 $10,753 $ 2,014 $ 4 $ 62,556
- - ------ ======== ======= ======= ======= ========
<FN>
(A) Includes effects of foreign currency translation adjustments.
(B) The annual provisions for depreciation have been computed using the following rates:
land improvements, 2% to 20%; buildings and fixtures, 2 to 20%; machinery and
equipment, 5% to 33-1/3%.
</TABLE>
F-3
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<TABLE>
THE J. M. SMUCKER COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED APRIL 30, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<CAPTION>
Balance at Charged to Charged to Deduc- Balance at
Beginning Costs and Other tions End of
Classification of Year Expenses Accounts (A) Period
- - -------------- ---------- ---------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
1994:
Valuation allowance for
deferred tax assets $ 1,884 $ 381 $ --- $ --- $ 2,265
Allowance for
doubtful accounts 300 201 --- 82 419
-------- ------- ------- ------- --------
$ 2,184 $ 582 $ --- $ 82 $ 2,684
======== ======= ======= ======= ========
1993:
Valuation allowance for
deferred tax assets $ --- $ 1,884 $ --- $ --- $ 1,884
Allowance for
doubtful accounts 696 261 --- 657 300
-------- ------- ------- ------- --------
$ 696 $ 2,145 $ --- $ 657 $ 2,184
======== ======= ======= ======= ========
1992:
Allowance for
doubtful accounts $ 528 $ 532 $ --- $ 364 $ 696
======== ======= ======= ======= ========
<FN>
(A) Uncollectible accounts written off, net of recoveries.
</TABLE>
F-4
<PAGE> 15
<TABLE>
THE J. M. SMUCKER COMPANY
SCHEDULE IX - SHORT-TERM BORROWINGS
YEARS ENDED APRIL 30, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<CAPTION>
Maximum Average Wtd. Avg.
Weighted Amount Amount Interest
Balance Average Outstanding Outstanding Rate
at End Interest During During During
Classification of Year Rate the Year the Year the Year
- - -------------- ---------- -------- ----------- ----------- ---------
(A) (B)
<S> <C> <C> <C> <C> <C>
1994: $ -0- $ N/A $57,906 $ 4,466 $ 3.8%
======== ======= ======= ======= ========
1993: $ -0- $ N/A $ N/A $ N/A $ N/A
======== ======= ======= ======= ========
1992: $ -0- $ N/A $ 8,690 $ 1,104 $ 5.6%
======== ======= ======= ======= ========
<FN>
(A) The average amount outstanding was computed on a daily basis.
(B) The weighted average interest rate was the actual interest on
short-term debt divided by average short-term debt outstanding.
</TABLE>
F-5
<PAGE> 16
<TABLE>
THE J. M. SMUCKER COMPANY
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED APRIL 30, 1994, 1993 AND 1992
(DOLLARS IN THOUSANDS)
<S> <C>
1994:
Maintenance and repairs $ 8,277
=======
Advertising $12,066
=======
1993:
Maintenance and repairs $ 8,211
=======
Advertising $11,080
=======
1992:
Maintenance and repairs $ 8,089
=======
Advertising $ 9,975
=======
<FN>
Amounts for amortization of intangible assets, pre-
operating costs and similar deferrals, taxes (other
than payroll and income taxes), and royalties are not
presented because those amounts were less than 1% of
total sales.
</TABLE>
F-6
<PAGE> 1
Exhibit 10(a)
THE J. M. SMUCKER COMPANY
RESTRICTED STOCK BONUS PLAN AS AMENDED AS TO
148,600 CLASS A AND 148,600 CLASS B COMMON SHARES
AUGUST 28, 1991
[The Restricted Stock Bonus Plan as Amended (the "Plan") amends
and combines the Restricted Stock Bonus Plan as to 25,000 Common Shares [Sixth
Year End Lapse] dated August 15, 1979 and the Restricted Stock Bonus Plan as to
50,000 Common Shares [Sixth-Tenth Year End Lapses] dated August 15, 1979 (the
"Original Plans"). The terms of the Plan apply to all shares awarded to date
under the Original Plans as well as to those awarded hereafter under the Plan.]
1. PURPOSE. The purpose of the Plan is to provide a means for
the Company to make awards to key employees of the Company and of its
affiliates, including officers and directors who are employees, of restricted
stock bonuses of Common Shares of the Company, thereby giving these employees
an interest in the Company's business, an additional incentive to work for its
continued success, and a further reason to remain in the employ of the Company
or of its affiliates. The term "affiliates" where used in the Plan means
subsidiary corporations as defined in Section 425 of the Internal Revenue Code
of 1986, as amended (the "Code").
2. ADMINISTRATION. The Plan shall be administered by the
Executive Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee shall have full power and authority to construe
and interpret the provisions and to supervise the administration of the Plan,
and all decisions and designations made by the Committee pursuant to the
provisions of the Plan shall be final.
3. DESIGNATION OF EMPLOYEES TO PARTICIPATE IN THE PLAN. The
employees to whom restricted stock bonuses are awarded (the "Recipients") shall
be designated, from time to time, by the Committee. A restricted stock bonus
may be awarded to any full-time, salaried, key employee of the Company or of an
affiliate.
4. NUMBER OF SHARES SUBJECT TO THE PLAN. The aggregate number
of Common Shares that may be awarded as restricted stock bonuses under the Plan
shall not exceed 148,600 Class A Shares and 148,600 Class B Shares. The Common
Shares to be awarded under the Plan shall be the Company's authorized Common
Shares, without par value, and may be unissued shares or treasury shares as the
Committee, with the concurrence of the Board of Directors of the Company, may
from time to time determine. To the extent the Company shall reacquire
<PAGE> 2
Common Shares for such purposes, the shares may be reacquired at the time
restricted stock bonus awards are made, or from time to time in advance,
whenever the Board of Directors of the Company may deem the purchase advisable.
If any Common Shares subject to the Restrictions provided in Paragraph 5 below
are forfeited to the Company, those Common Shares shall not again be available
for the award of restricted stock bonuses under the Plan unless the Recipient
of those Common Shares did not at any time prior to the forfeiture receive the
benefits of the ownership thereof (other than the right to vote them).
5. NATURE OF RESTRICTIONS. The stock bonus shares involved in
each award will be subject to a restriction (the "Restriction") providing that:
(a) Subject to the provisions of Paragraph 7 below with
respect to earlier release of the Restriction, (i) the shares
shall be forfeited to the Company in the event the Recipient of
the award terminates full-time employment with the Company before
the fourth anniversary of the award, unless the termination is by
reason of disability, death, or retirement (with the prior
express approval of the Committee) after the Recipient has
attained 60 years of age, in each of which events the Restriction
will lapse immediately or at such other time or times as the
Committee shall determine; (ii) during the period when the
Restriction is applicable to the shares, the shares shall not be
transferable by the Recipient except by way of gift; and (iii)
any shares so transferred shall, in the hands of any transferee,
remain subject to the Restriction to the same extent as if the
shares had remained in the hands of the Recipient.
(b) Share certificates representing shares subject to
the Restriction shall bear a legend identifying the Restriction.
(c) Any Common Shares of the Company, of whatever class,
issued on or with respect to stock bonus shares awarded under the
Plan, whether such issuance is pursuant to a stock distribution,
split, dividend, or otherwise, shall be subject to the
Restriction to the same extent and for the same period as the
stock bonus shares on or with respect to which they are so
issued.
6. NOTICE OF RESTRICTED STOCK BONUS. Promptly after the
Committee awards a restricted stock bonus to a Recipient, the Committee shall
cause the Recipient to be notified of the award. The date on which the
Committee approves the award of a restricted stock bonus shall be considered to
be the date on which the restricted stock bonus is awarded unless the Committee
designates a later date as the award date.
<PAGE> 3
7. ACCELERATION OF RELEASE OF RESTRICTIONS. If a Recipient of
an award (any of whose shares remain subject to the Restriction) (a) shall have
received advice of a lease, sale, or other disposition of all or substantially
all of the assets of the Company to other corporations, firms, or individuals
or (b) shall have received advice of a merger, consolidation, combination [as
defined in Section 1701.01(Q), Ohio Revised Code], or majority share
acquisition [as defined in Section 1701.01(R), Ohio Revised Code] involving the
Company and as a result of which the holders of shares of the Company prior to
the transaction become, by reason of the transaction, the holders of such
number of shares of the surviving or acquiring corporation as entitle them to
exercise less than one-third of the voting power of the surviving or acquiring
corporation in the election of directors, the Recipient shall in either such
event have the right to require the Company (or the surviving or acquiring
corporation), upon his or her written notice, to release the Restriction.
8. RETURN OF CERTIFICATE. In the event a Recipient forfeits
shares to the Company pursuant to Paragraph 5 above, the Recipient shall
deliver to the Company the certificate(s), in transferable form, evidencing the
shares subject to the Restrictions. The Company may, as a condition precedent
to the delivery to the Recipient of share certificates evidencing restricted
stock bonuses, require the Recipient to agree in writing to be bound by the
provisions of the Plan, including the provisions of this paragraph 8.
9. ASSIGNABILITY. As provided in Paragraph 5 above, shares
subject to the Restriction may not be transferred except by gift, and any
shares so transferred shall, in the hands of any transferee, remain subject to
the Restriction to the same extent as if the shares had remained in the hands
of the Recipient.
10. ADJUSTMENT UPON CHANGES IN SHARES. In the event of any
change in the Common Shares subject to the Plan, by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split-up, combination, or exchange of shares, or other change in the corporate
structure of the Company, the aggregate number of Common Shares then subject to
the Plan shall be appropriately adjusted by the Board of Directors. The number
of restricted stock bonus shares awarded to a Recipient shall be appropriately
adjusted for any stock split-up effective, or share dividend distributed,
subsequent to the date of award and prior to the issuance or transfer of shares
pursuant to the award, and cash dividends payable after the date of the award
but prior to the issuance or transfer of shares shall be payable to the
Recipient.
<PAGE> 4
11. ACQUISITION FOR INVESTMENT. Each employee receiving Common
Shares hereunder may be required by the Company, in its sole discretion, to
give a representation that he or she is acquiring the shares other than with a
view to the distribution thereof. The Company may release any investment
representation obtained if it subsequently determines that the representation
is no longer required to insure that a sale or other disposition of the shares
would not involve a violation of the provisions of the Securities Act of 1933,
as amended, or of applicable state blue sky laws.
12. COMPLIANCE WITH SECURITIES LAWS AND EXCHANGE REQUIREMENTS.
No award of a restricted stock bonus shall be made and no certificates for
shares subject to the Restriction shall be issued or transferred until the
Company shall have taken such action, if any, as is then required to comply
with the provisions of the Securities Act of 1933, as amended, of the
Securities Exchange Act of 1934, as amended, of the Ohio Securities Act, as
amended, and of any other applicable state blue sky laws, and with the
requirements of any exchange on which the Common Shares may, at the time, be
listed.
13. TERMINATION OR AMENDMENT OF THE PLAN. The Board of
Directors may terminate, modify, or suspend the Plan with respect to
prospective awards, except that no modification shall, without shareholder
approval, increase the maximum number of shares that may be awarded as
restricted stock bonuses or modify the terms regarding the lapse of
restrictions.
14. TAX WITHHOLDING. If the Company shall be required to
withhold any federal, state, or local tax in connection with an award of shares
under the Plan or upon the lapse of the restrictions provided in Paragraph 5,
above, it shall be a condition to such award or lapse that the Recipient pay or
make provision satisfactory to the Company for payment of all such taxes. The
Recipient may request that all or any part of such withholding requirement be
satisfied by retention by the Company of a portion of the shares awarded or by
surrender to the Company of a portion of the shares with regard to which the
restrictions are lapsing, as applicable. If such request is approved by the
Committee, the shares so retained or surrendered shall be credited against such
withholding requirement at the fair market value on the date of award or lapse,
as the case may be. The Recipient may also make similar arrangements with the
Company with respect to the payment of taxes in excess of the withholding
requirement.
Program approved by shareholders 08/15/79.
Original Plans adopted by Exec. Comp. Committee 04/22/81.
Proposal to combine and amend approved by Board of Directors
10/27/87, and approved by shareholders 08/16/88.
Amended 08/28/91. Amended by Exec. Comp. Committee 04/21/92
and 04/15/94.
<PAGE> 1
Exhibit 10(b)
THE J. M. SMUCKER COMPANY
TOP MANAGEMENT SUPPLEMENTAL RETIREMENT BENEFIT PLAN
MAY 1, 1994 RESTATEMENT
The J. M. Smucker Company Top Management Supplemental Retirement
Benefit Plan established effective January 1, 1985, as amended, for the purpose
of supplementing the retirement benefits of certain officers and other key
management employees of The J. M. Smucker Company and its subsidiaries who are
selected to participate in the Plan, is hereby amended and restated in its
entirety, effective May 1, 1994.
ARTICLE I
---------
DEFINITIONS
-----------
For the purposes hereof, the following words and phrases shall have
the meanings indicated:
1. The "Plan" means the supplemental retirement benefit plan
as set forth herein, together with all amendments thereto, which Plan shall be
called " The J. M. Smucker Company Top Management Supplemental Retirement
Benefit Plan."
2. The "Company" means The J. M. Smucker Company, an Ohio
corporation, its corporate successors, and the surviving corporation resulting
from any merger or consolidation of The J. M. Smucker Company with any other
corporation or corporations.
3. A "subsidiary" means any corporation 50% or more of the
issued and outstanding voting stock of which is owned or controlled by the
Company, directly or indirectly.
<PAGE> 2
4. An "Employer" means the Company and any subsidiary.
5. A "Participant" means a key executive of the Company or
of a subsidiary who is selected from time to time by the Board of Directors to
participate in the Plan. A Participant's selection and approval to participate
in the Plan shall be evidenced in writing in the form of a contract between the
Participant and the Company.
6. The "Retirement Plan" means The J. M. Smucker Company
Employees' Retirement Plan.
7. The "final average monthly salary" of a Participant means
the Participant's "average monthly base compensation" under the Retirement Plan
but determined using the highest aggregate base compensation, incentive
compensation, deferred compensation and bonuses received by the Participant
during any 60 consecutive full calendar months within the period of 120
consecutive full calendar months immediately prior to the earlier of his
retirement or other termination of employment or the date of any termination of
the Retirement Plan.
8. A Participant's "normal retirement date" means the date
on which he attains age 65.
9. The "Social Security Offset Amount" of a Participant
means his estimated monthly Primary Insurance Amount under the federal Social
Security Act as in effect on the day immediately preceding the earlier of his
retirement or other termination of employment or any termination of the Plan;
moreover, if such event occurs before the Participant attains age 62, his
estimated monthly Primary Insurance Amount shall be equal to the amount he
would receive at age 62 on the
2
<PAGE> 3
assumption that from and after the date of his retirement or termination the
Participant will receive no further compensation which is treated as wages for
purposes of the Act. Provided, however, if an Employee previously had retired
due to permanent and total disability and was entitled to receive long-term
disability benefits under any plan maintained by an Employer, computation of
his monthly Primary Insurance Amount upon subsequent retirement under the Plan
shall be based on the Act in effect on his date of disability retirement and on
the assumption that from and after the date of his disability retirement, he
had continued to receive compensation which was treated as wages for purposes
of the Act at the rate of monthly compensation which was in effect immediately
prior to the date of his disability retirement throughout any period during
which he received Years of Service under the Plan on account of such disability
retirement. All estimates hereunder shall be made by the Company, upon the
advice of an actuary, using standards of uniform and non-discriminatory
application.
10. A Participant's "monthly retirement benefit" under the
Retirement Plan means the amount of monthly benefit commencing at normal
retirement date to which he is entitled under the Retirement Plan expressed in
the form of an annuity measured by the life of a Participant and calculated on
the assumption that the Participant has contributed to the Retirement Plan for
all periods of eligibility regardless of whether he did so contribute.
11. The "Years of Service" of a Participant means the
Participant's years of "benefit service" under the Retirement Plan but
determined including any periods of employment after his normal retirement
date.
3
<PAGE> 4
Wherever used herein, the masculine pronoun shall include the
feminine, the singular shall include the plural, and the plural shall include
the singular.
ARTICLE II
----------
SUPPLEMENTAL RETIREMENT BENEFITS
--------------------------------
1. NORMAL RETIREMENT. A Participant who retires from
employment with his Employer on or after his normal retirement date, or who has
left active employment prior to his normal retirement date under conditions of
eligibility for a long-term disability benefit under any plan maintained by an
Employer and is receiving long-term disability benefits on his normal
retirement date, shall be eligible for a monthly supplemental normal retirement
benefit in an amount equal to:
(a) two and one-half percent of his final average monthly
salary multiplied by his Years of Service, not to exceed 20
years,
less
(b) 100 percent of his Social Security Offset Amount,
less
(c) the amount of his monthly retirement benefit under the
Retirement Plan.
A monthly supplemental normal retirement benefit shall be paid to an
eligible Participant commencing as of the first day of the month following the
month in which he retires and shall be payable monthly thereafter during his
life, the last payment being for the month in which his death occurs.
Notwithstanding the foregoing, a Participant who is still employed
by an Employer on the April 1 following the calendar year in which he attains
age 70-1/2 shall commence
4
<PAGE> 5
receiving the monthly supplemental normal retirement benefit provided under
this Section 1 of Article II as of the April 1 following the calendar year in
which he attains age 70-1/2.
2. EARLY RETIREMENT. A Participant who retires from
employment with his Employer at or after age 55, but prior to his normal
retirement date, who has at least ten Years of Service, and who is not eligible
for a short- or long-term disability benefit under any plan maintained by an
Employer, shall be eligible for a monthly supplemental early retirement benefit
in an amount determined at his early retirement in the same manner as provided
for a monthly supplemental normal retirement benefit, except that the amount
determined in (a) shall be reduced by one-third of one percent for each full
month by which commencement of payment of the benefit precedes the month
following the date on which the Participant attains age 62. A monthly
supplemental early retirement benefit shall be paid to an eligible Participant
commencing as of the first day of the month following the month in which he
retires and shall be payable monthly thereafter during his life, the last
payment being for the month in which his death occurs.
3. TERMINATION OF EMPLOYMENT. The Plan is intended to
provide benefits for career employees of an Employer. Therefore, a Participant
who terminates his employment with his Employer for any reason other than death
and who is not eligible for any retirement benefit under the Plan or a short-
or long-term disability benefit under any plan maintained by an Employer, shall
not be eligible for any supplemental retirement benefit under the Plan, except
that the Company may, in its discretion, determine that such a Participant, who
has at least ten Years of Service, is eligible for a monthly supplemental
deferred retirement benefit in an amount determined at his termination of
5
<PAGE> 6
employment in the same manner as provided for a monthly supplemental early
retirement benefit. A monthly supplemental deferred retirement benefit shall
be paid to an eligible Participant commencing as of the first day of the month
following the month in which he attains age 55 and shall be payable monthly
thereafter during his life, the last payment being for the month in which his
death occurs.
4. JOINT AND SURVIVOR FORM OF PAYMENT. A Participant who
becomes eligible to receive a monthly supplemental retirement benefit and who
is married at the time payment of his monthly supplemental retirement benefit
commences shall receive payment of such benefit in the form of a qualified
joint and survivor annuity that in the event of the Participant's death would
provide a benefit to the Participant's surviving spouse equal to 50 percent of
the benefit the Participant was receiving at the time of his death. To receive
a benefit under the qualified joint and survivor form of payment, a
Participant's surviving spouse must be the same spouse to whom the Participant
was married at the time payment of his monthly supplemental retirement benefit
commenced. The present value of the qualified joint and survivor annuity
payable to a Participant hereunder shall be the actuarial equivalent of the
present value of the benefit otherwise payable to him under the Plan.
ARTICLE III
-----------
SURVIVOR BENEFITS
-----------------
If a Participant who has at least ten Years of Service should die
after his retirement or termination of employment but prior to the commencement
of benefit payments under the Plan, and if the Participant had a surviving
spouse as defined in the Retirement Plan, the surviving spouse shall be
eligible for payments as if the Participant had effectively
6
<PAGE> 7
elected the 50 percent joint and survivor option described under the Retirement
Plan and designated his spouse as his Contingent Annuitant, commencing at the
earliest date that the Participant would have been eligible for payments if the
Participant had survived.
If a Participant who has at least ten Years of Service should die
prior to retirement or termination of employment, and if the Participant had a
surviving spouse as defined in the Retirement Plan, the surviving spouse shall
be eligible for payments as if the Employee had retired or terminated on the
day before his death.
ARTICLE IV
----------
SPECIAL CREDITING
-----------------
Employees who are Participants under the Plan as of its effective
date of January 1, 1985 automatically will be credited with 20 Years of Service
as of the date of retirement.
ARTICLE V
---------
ADMINISTRATION
--------------
The Company shall be responsible for the administration of the Plan.
The Company shall have all such powers as may be necessary to carry out the
Plan, including the power to determine all questions relating to eligibility
for and the amount of any benefit and all questions pertaining to claims for
benefits and procedures for claim review; to resolve all other questions
arising under the Plan, including any questions of construction; and to take
such further action as the Company shall deem advisable in the administration
of the Plan. The actions taken and the decisions made by the Company hereunder
shall be final and binding upon all interested parties.
7
<PAGE> 8
ARTICLE VI
----------
FUNDING
-------
Benefits under the Plan shall be paid out of the general assets of
the Employers including any trust or fund created for that purpose.
ARTICLE VII
-----------
AMENDMENT AND TERMINATION
-------------------------
The Company reserves the right to amend or terminate the Plan at any
time by action of its Board of Directors. Notwithstanding any such action, the
Company shall be obligated to pay any benefits already accrued to any
Participant under the Plan at the date of amendment or termination of the Plan
and to continue making payments in the amounts determined to any retired
Participant or his beneficiary, and shall be obligated to pay benefits in
amounts not less than the benefits to which a Participant or his beneficiary
would be entitled hereunder upon retirement, death or other termination of
employment at the time of such amendment or termination. If a trust is being
used to fund assets under the Plan and the Plan is terminated, any excess
assets remaining in the trust after the full value of benefits already accrued
to Participants under the Plan have been paid to such Participants or their
beneficiaries shall revert to the Company.
ARTICLE VIII
------------
MISCELLANEOUS
-------------
1. NON-ALIENATION OF RETIREMENT RIGHTS OR BENEFITS. Neither
the Participant nor any beneficiary shall encumber or dispose of his right to
receive any payments
8
<PAGE> 9
hereunder, which payments or the right thereto are expressly declared to be
non-assignable and non-transferable. If a Participant or beneficiary without
the written consent of the Company attempts to assign, transfer, alienate or
encumber his right to receive any payment hereunder, or permits the same to be
subject to alienation, garnishment, attachment, execution or levy of any kind,
then thereafter during the life of such Participant or of such beneficiary, as
the case may be, and also during any period in which any Participant or
beneficiary is incapable in the judgment of the Company of attending to his
financial affairs, any payment which the Company is required to make hereunder
may be made, in the discretion of the Company, directly to him or to such
beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use of benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper
application thereof.
2. NO EMPLOYMENT GUARANTEED. Nothing herein contained shall
be construed as a commitment or agreement on the part of any person employed by
the Company or any subsidiary to continue his employment with the Company or
any subsidiary, and nothing herein contained shall be construed as a commitment
on the part of the Company or any subsidiary to continue the employment or the
annual salary rate of any such person for any period, and all Participants
shall remain subject to discharge to the same extent as if the Plan was never
put into effect.
3. INTEREST OF PARTICIPANT. The obligation of the Company
under the Plan to provide the Participant with
9
<PAGE> 10
benefits hereunder merely constitutes the unsecured promise of the Company to
make payments as provided herein, and the Participant shall have no interest
in, and no lien or prior claim upon, any property of the Company or of any
subsidiary.
4. CLAIMS OF OTHER PERSONS. The provisions of the Plan
shall in no event be construed as giving any person, firm or corporation, any
legal or equitable rights as against the Company, its officers, employees, or
directors, except any such rights as are specifically provided for in the Plan
or are hereafter created in accordance with the terms of the Plan.
5. NO COMPETITION. The right of any Participant, surviving
spouse, or other beneficiary to a supplemental retirement benefit under the
Plan will be terminated, or, if payment thereof has begun, all further payments
will be discontinued and forfeited, in the event the Participant (i) at any
time wrongfully discloses any secret process or trade secret of the Company or
any of its subsidiaries, or (ii) engages, either directly or indirectly, as an
officer, trustee, employee, consultant, partner, or substantial shareholder, on
his own account or in any other capacity, in a business venture within the
ten-year period following his retirement or termination of employment that the
Company's Board of Directors reasonably determines to be competitive with the
Company to a degree materially contrary to the Company's best interest.
6. SEVERABILITY. The invalidity or unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted herefrom.
10
<PAGE> 11
7. GOVERNING LAW. The Plan shall be governed by and
construed in accordance with the laws of the State of
Ohio.
8. SUCCESSORS AND ASSIGNS. The Plan and the obligations
created hereunder shall be binding upon the Company and its successors and
assigns.
9. DISHONEST CONDUCT OF A PARTICIPANT. Notwithstanding
anything to the contrary contained in the Plan, if a Participant's employment
with an Employer is terminated because the Company determines the Participant
(i) engaged in dishonest or fraudulent acts against an Employer, (ii) willfully
injured property of an Employer, (iii) conspired against an Employer, or (iv)
disclosed confidential information concerning an Employer, then no supplemental
retirement benefit shall be payable to the Participant or his surviving spouse
under the Plan.
EXECUTED at Orrville, Ohio, this first day of May, 1994.
The J. M. Smucker Company
/s/ Richard K. Smucker
By ------------------------
Title: President
/s/ Steven J. Ellcessor
And ------------------------
Title: Secretary
11
<PAGE> 1
Exhibit 10(c)
THE J. M. SMUCKER COMPANY
1987 STOCK OPTION PLAN
(as amended)
1. The total number of shares which may be issued and sold
under options granted pursuant to this Stock Option Plan shall not exceed
1,600,000 of the Company's Class A Common Shares and 1,600,000 of the Company's
Class B Common Shares, except to the extent of adjustments authorized by the
last sentence of Paragraph 5 of this Stock Option Plan. Such shares may be
treasury shares or shares of original issue or a combination of the foregoing.
2. The Board of Directors of the Company may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to
officers (including officers who are members of the Board of Directors) and to
other key employees of the Company or any of its subsidiaries of options to buy
from the Company Common Shares and may fix the number of shares to be covered
by each such option. Successive options may be granted to the same person
whether or not the option or options first granted to such person remain
unexercised.
3. Options granted under this Stock Option Plan may be (i) options
which are intended to qualify under particular provisions of the Internal
Revenue Code, as in effect from time to time, (ii) options which are not
intended so to qualify under the Internal Revenue Code, or (iii) combinations
of the foregoing. No option shall run for more than ten years and one day from
the date granted. No option shall be transferable by the optionee otherwise
than by will or the laws of descent and distribution. Options shall be
exercisable during the optionee's lifetime only by him or her or, if the option
is not intended to qualify as an "incentive stock option" by his or her
guardian or legal representative.
4. The option price shall not be less than the fair market value of
the shares covered by the option at the time the option is granted. The option
price shall be payable (a) in cash or by check acceptable to the Company, (b)
at the discretion of the Board of Directors, by the transfer to the Company by
the optionee of Common Shares owned by the optionee for at least six months and
having a value at the time of exercise equal to the total option price, or (c)
by a combination of such methods of payment.
5. The Board of Directors may make or provide for such adjustments
in the option price and in the number or kind of Common Shares or other
securities covered by outstanding
<PAGE> 2
options as it in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
optionees that would otherwise result from (a) any stock dividend, stock split,
combination of shares, recapitalization, or other change in the capital
structure of the Company, or (b) any merger, consolidation, separation,
reorganization, partial or complete liquidation, or issuance of rights or
warrants to purchase stock, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing. Specifically, but without
limitation, where any transaction or event referred to herein would result in a
change in the control of the Company, the Board of Directors, in its
discretion, may provide in substitution for unexercised options then
outstanding such alternative options or other consideration as it, in good
faith, may determine to be equitable in the circumstances and may require in
connection therewith the surrender of all such unexercised options. The Board
of Directors may also make or provide for such adjustments in the number or
kind of Common Shares or other securities which may be sold under this Stock
Option Plan as it in its sole discretion, exercised in good faith, may
determine is appropriate to reflect any transaction or event described in the
preceding sentence.
6. The form of each Stock Option Agreement shall be prescribed, and
any Stock Option Agreement evidencing an outstanding option may with the
concurrence of the affected optionee be amended, by the Board of Directors,
provided that the terms and conditions of each such Stock Option Agreement and
amendment are not inconsistent with this Stock Option Plan.
7. The Board of Directors may, with the concurrence of the affected
optionee, cancel any option granted under this Stock Option Plan. In the event
of any such cancellation, the Board of Directors may authorize the granting of
new options (which may or may not cover the same number of shares that had been
the subject of any prior option) in such manner, at such option price and
subject to the same terms, conditions, and discretions as, under this Stock
Option Plan, would have been applicable had the cancelled options not been
granted.
8. This Stock Option Plan shall be administered by the Board of
Directors which may from time to time delegate all or any part of its authority
under this Stock Option Plan to a committee of the Board composed of not less
than three directors. The members of the committee shall not be eligible, and
shall not have been eligible for a period of at least one year prior to their
appointment, to participate in this Stock Option Plan or in any other plan of
the Company or any affiliate entitling the participants therein to acquire
2
<PAGE> 3
stock, stock options, or stock appreciation rights where such participation
would cause that member not to be a "disinterested person" for purposes of Rule
16b-3 of the Securities and Exchange Commission (or any successor rule to the
same effect). To the extent of such delegation, references in this Stock
Option Plan to the Board of Directors shall also refer to the committee. The
majority of the committee shall constitute a quorum, and the action of a
majority of the members of the committee present at any meeting at which a
quorum is present, or acts unanimously approved in writing, shall be the acts
of the committee.
9. This Stock Option Plan may be amended from time to time by the
Board of Directors but without further approval by the shareholders of the
Company no such amendment shall increase the aggregate number of Common Shares
that may be issued and sold under this Stock Option Plan (except that
adjustments authorized by the last sentence of Paragraph 5 shall not be limited
by this provision) or change the designation in Paragraph 2 of the class of
employees eligible to receive options or cause Rule 16b-3 of the Securities and
Exchange Commission (or any successor rule to the same effect) to cease to be
applicable to this Stock Option Plan.
10. If the Company shall be required to withhold any federal, state,
or local tax in connection the exercise of an option granted under this Stock
Option Plan, it shall be a condition to such exercise that the optionee pay or
make provision satisfactory to the Company for payment of all such taxes. The
optionee may request that all or any part of such withholding requirement be
satisfied by retention by the Company of a portion of the shares purchased upon
exercise of such option. If such request is approved by the Board of
Directors, the shares so retained shall be credited against such withholding
requirement at the fair market value on the date of exercise. The optionee may
also make similar arrangements with the Company with respect to the payment of
taxes in excess of the withholding requirement.
Amended 08/28/91
Amended by Executive Compensation Committee 04/21/92
Amended by Executive Compensation Committee 04/15/94
3
<PAGE> 1
Exhibit 10(d)
MANAGEMENT INCENTIVE PLAN
-------------------------
Description
- - -----------
This plan is designed to recognize key management members based on
their individual performance beyond regular job requirements and their
contribution to the overall achievement of our Company objectives. The intent
is to reward key contributors who have an impact on the profit decisions of our
Company. It is also the intent of the Plan to incorporate a high degree of
incentive to attain both Company and individual goals and to base distribution
on a multiple of salary range midpoint, rather than actual participant's
salary.
Outline
- - -------
- - - A standard or target award is set for each participant (based
on a percentage of the participant's salary range midpoint).
- - - Actual award is limited to 175% of the participant's standard
award.
- - - The recommended award is determined by the Executive Committee
and approved by the Executive Compensation Committee. The recommended
award is based on individual performance and time in the Plan.
- - - Awards are made on a cash basis.
Criteria for Participation
- - --------------------------
- - - Key member of management team.
- - - Grade 49 and above.
- - - No more than two levels from a member of the Executive Committee.
<PAGE> 1
<TABLE>
Exhibit 13
Five Year Summary of Selected Financial Data
<S> <C> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------------------------------------
Year Ended April 30, 1994 1993 1992 1991 1990
- - ---------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
- - ---------------------------------------------------------------------------------------------------------------------------
Statement of Income:
Net sales $511,525 $491,309 $483,472 $454,976 $422,357
Income before cumulative effect
of change in accounting method 30,498 37,399 34,118 31,744 30,177
Net income 30,498 32,945 34,118 31,744 30,177
- - ---------------------------------------------------------------------------------------------------------------------------
Financial Position:
Long-term debt 48,558 887 3,827 4,267 4,277
Total assets 378,641 294,811 277,768 252,429 224,840
- - ---------------------------------------------------------------------------------------------------------------------------
Other Data:
Per Common Share:
Income before cumulative effect
of change in accounting method 1.05 1.27 1.16 1.07 1.03
Net income 1.05 1.12 1.16 1.07 1.03
Dividends declared per Common Share:
Class A .47 .43 .39 .35 .28
Class B .47 .43 .39 .35 .28
- - ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
Summary of Quarterly Results of Operations
The following is a summary of unaudited quarterly results of operations for the years
ended April 30, 1994 and 1993. Results of 1993 reflect the adoption of the provisions
of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106), retroactive to May 1, 1992.
Income per Common Share
-----------------------------
Income Before Before Cumulative
Cumulative Effect Effect of Change
Quarter Net Gross of Change in Net in Accounting Net
Ended Sales Profit Accounting Method Income Method Income
<S> <C> <C> <C> <C> <C> <C>
- - -------------------------------------------------------------------------------------------------------------------------------
1994 July 31 $118,255 $ 43,876 $ 8,907 $ 8,907 $ .31 $ .31
October 31 138,426 49,940 10,422 10,422 .35 .35
January 31 120,616 43,662 7,387 7,387 .26 .26
April 30 134,228 47,992 3,782 3,782 (1) .13 .13 (1)
- - -------------------------------------------------------------------------------------------------------------------------------
1993 July 31 $124,781 $ 43,427 $ 9,513 $ 5,059 $ .32 $ .17
October 31 133,864 47,312 10,262 10,262 .35 .35
January 31 110,367 40,559 7,297 7,297 .25 .25
April 30 122,297 46,081 10,327 10,327 .35 .35
- - -------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Includes charge of $2.3 million ($.08 per share) relating to the write-off of goodwill associated with a foreign subsidiary.
</TABLE>
<PAGE> 2
<TABLE>
Exhibit 13
Stock Price Data
The Company's Class A and Class B Common Shares are listed on the New York Stock
Exchange--ticker symbols SJMA and SJMB, respectively. The table below presents the
high and low market prices for the shares and the quarterly dividends declared. The
number of Class A and Class B shareholders of record as of June 24, 1994, was 7,159
and 5,308, respectively.
Class A Common Shares Class B Common Shares
- - ------------------------------------------------------------------------------------------------------------------------------
Quarter Ended High Low Dividends Quarter Ended High Low Dividends
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994 July 31 $27.00 $21.50 $ .115 July 31 $24.625 $20.00 $ .115
October 31 25.25 20.50 .115 October 31 23.125 19.375 .115
January 31 25.50 20.75 .115 January 31 23.00 20.125 .115
April 30 25.50 21.75 .125 April 30 22.75 21.25 .125
- - ------------------------------------------------------------------------------------------------------------------------------
1993 July 31 $30.875 $25.00 $ .105 July 31 $28.25 $22.875 $ .105
October 31 31.00 26.75 .105 October 31 29.00 25.625 .105
January 31 32.875 26.625 .105 January 31 29.00 24.625 .105
April 30 29.00 23.875 .115 April 30 27.25 22.75 .115
- - ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
Exhibit 13
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
The J. M. Smucker Company
We have audited the accompanying consolidated balance sheets of The J. M.
Smucker Company as of April 30, 1994 and 1993, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended April 30, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of The J. M. Smucker Company at April 30, 1994 and 1993, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended April 30, 1994, in conformity with generally accepted accounting
principles.
As discussed in Notes E and G to the consolidated financial statements, in
1993 the Company changed its methods of accounting for income taxes and
postretirement benefits other than pensions.
/s/ ERNST & YOUNG
Akron, Ohio
June 8, 1994
<PAGE> 4
Management's Discussion and Analysis
Results of Operations
Comparison of 1994 with 1993
The Company posted record sales in 1994 of $511,525,000, an increase of 4% over
the 1993 level of $491,309,000. The inclusion of results from Canada Group
East and "Mrs. Smith's" since their respective dates of acquisition accounted
for the growth.
Total dollar sales within the Consumer business area were down slightly from
last year. The most significant decline was in the price-competitive,
warehouse club store market where the recent consolidations among the major
chains in the market have resulted in a loss of previous distribution. Within
the grocery market, volume declines in traditional fruitspreads and peanut
butter were somewhat offset by modest price increases on assorted items and
increased tonnage of "Simply Fruit" and "Low Sugar" fruitspreads, and dessert
toppings. The growth in the toppings area was primarily due to the successful
introduction of "Sundae Syrups" in various regions throughout the United
States. In the Company's beverage business, the recent introduction of
"Smucker Coolers" in the second half of the year helped build momentum and
permitted the beverage business to realize a modest increase over last year.
Sales within the International area were up nearly 50% over last year despite
the negative impact of foreign exchange rates. Had exchange rates remained
constant with fiscal 1993, sales would have been approximately 6% higher. All
of the increase in the International area occurred in the Canadian market as a
result of expanding the pre-acquisition Canadian business, now known as Canada
Group West, along with the previously mentioned Group East acquisition. The
Latin American market more than doubled sales as the Company continued its
effort to develop the "Smucker" fruitspread business in Mexico and other Latin
America markets. In the Australasian market, overall volume was down from last
year due to a poor apricot crop, which impacted fruit sales in the foodservice
and commercial markets, and to management's decision to phase out low emphasis
products. The business in Elsenham, England continues to fall short of
management's expectations, and the Company will continue to explore
alternatives for improvement during fiscal 1995.
<PAGE> 5
In the Industrial business area, sales of formulated fruit products to other
consumer products companies realized another year of growth as the introduction
of several new products and the addition of new customers helped to broaden the
base of the formulated market. Overall Industrial sales were down a modest 2%
as a result of the Company's decision to eliminate certain unprofitable frozen
fruit product lines.
The Company's Foodservice business, which services restaurants, hotels, and
other institutional customers, experienced another good year with volume growth
in the core business items of portion control and traditional fruitspreads.
In the Specialty Foods area, the smallest of the Company's business areas,
intense price competition and an overall decline in demand for gift items
resulted in a decrease in sales of 8% from the previous year.
Net income for 1994 was $30,498,000 or $1.05 per share compared to last year's
$32,945,000 or $1.12 per share (after recognizing the impact of the accounting
change for postretirement benefits). The majority of the year-to-year
shortfall was attributed to two items - significant introductory advertising
expenditures in April for "Mrs. Smith's" new "SmartStyle" line of
thaw-and-serve desserts, and a decision by the Company to write off the
remaining $2,326,000 of goodwill associated with the Company's purchase of its
Elsenham Quality Foods Ltd. subsidiary in England.
The Company's gross profit was up slightly as a percentage of sales over last
fiscal year. Excluding the impact of the Company's two acquisitions, which
operated at lower profit margins than the Company's average, the gross profit
of the existing business realized approximately a one percent increase in the
profit margin percentage.
Selling, distribution, and administrative costs increased at a greater rate
than sales, mostly due to increased spending in the marketing area. As
mentioned above, the Company chose to execute an advertising program supporting
the introduction of the "SmartStyle" frozen dessert line. This program had
been planned prior to the purchase date. Additional marketing expenses were
incurred in support of the introduction of two new "Smucker" products, "Sundae
Syrups" and "Super Spreaders". The write-off of the Elsenham goodwill also
contributed to the overall increase in costs.
<PAGE> 6
The use of cash to partially finance the Company's acquisitions resulted in
lower balances for investing purposes. As a result, interest income was down
compared to prior year. The impact of lower interest rates throughout most of
the year also contributed. Interest expense increased as a result of the debt
financing associated with the "Mrs. Smith's" acquisition and a reduction in the
amount of capitalized interest. The borrowed amount was $48,048,000 at April
30, 1994.
The Company's effective tax rate increased to 42.2% from 39.2% in 1993 due to
an increase in the federal statutory tax rate and an increase in items that are
not deductible for tax purposes, notably, the write-off of the Elsenham
goodwill.
<PAGE> 7
Comparison of 1993 with 1992
During 1993 net sales increased $7,837,000 or approximately 2% over 1992.
Although this growth rate was somewhat below recent years, earnings increased
10% over fiscal 1992 before the cumulative effect of adopting SFAS 106.
Volume growth in the Industrial, Specialty Foods, and Foodservice strategic
business areas accounted for the sales increase. Within the Industrial area,
strong sales of fruit-based ingredients to other consumer products companies
were responsible for the growth, continuing last year's trend. The Specialty
Foods area realized the largest percentage increase in sales of any business
area as the Company continued to focus on expanding branded products within
this segment. Volume gains in portion control, fruit spread, and dessert
topping items contributed to the growth in Foodservice.
Total sales in the Consumer area were essentially flat during the year as
overall fruitspread volume remained constant with 1992 levels, despite share of
market gains. Within the grocery market, sales of the Company's "Simply Fruit"
product rebounded from 1992 to post strong growth in the highly competitive
"fruit-only" category. Sales of toppings also grew, helping to offset a
downturn in peanut butter sales. The Company realized substantial sales growth
in its warehouse club store and mass retail markets while a general softness in
the health and natural foods market contributed to a decline in sales of fruit
juice and beverage products.
<PAGE> 8
In the International area, sales fell below 1992 results due to declining
exchange rates, economic conditions, and competitive activity. Conscious
decisions to de-emphasize sales of some lower margin items also contributed.
In Canada, U.S. dollar sales were comparable to last year as higher
distribution and introduction costs hindered market expansion. In the
Australasia market, sales increased as the Henry Jones Foods organization
assumed responsibility for "Smucker" brands in the Pacific Rim region. In the
United Kingdom, performance fell below expectations due to a soft economy, weak
pound sterling, and stiff competition.
Cost of products sold decreased as a percentage of net sales as the Company
benefited from lower costs on several key fruits and other raw materials and
from improved efficiencies at its manufacturing facilities. In addition, there
was continued focus on cost reduction efforts company-wide.
Selling, distribution, and administrative costs increased at a rate consistent
with sales, as higher selling and merchandising costs were partially offset by
marketing expenditures which remained at fiscal 1992 dollar levels. Corporate
administrative expenses increased slightly as a percent of net sales.
Interest income was down from last year due to lower interest rates in the
market and a decrease in interest income earned from other sources. Interest
expense decreased due to the absence of short-term borrowing during the year
and the early retirement of a portion of long-term debt.
The increase in income taxes was consistent with the pre-tax income increase.
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" during the fourth quarter, retroactive to May 1,
1992. The cumulative effect of the adoption of this statement did not have a
material impact on the Company's results.
<PAGE> 9
CAPITAL RESOURCES AND LIQUIDITY
The Company continues to maintain a strong financial position as growth has
been financed through a balance of internally generated funds and limited debt.
Although the cash balance at April 30, 1994 has declined from last year due to
the impact of acquisitions, cash provided from operations was a positive
$55,172,000. In addition to the acquisitions, capital expenditures of
$18,707,000 and the payment of dividends represented the greatest uses of cash
during the year. Dividends declared on all Common Shares rose 8% to
$13,642,000 or $.47 per share.
In April 1994, the Company replaced its existing lines of credit with a
three-year revolving credit agreement. Under the agreement, the Company can
borrow up to $125,000,000 to meet future working capital or growth
requirements. With the exception of borrowing to finance a portion of the Mrs.
Smith's acquisition, the Company has been able to meet all other cash
requirements either through short-term borrowings or internally generated
funds.
Based on projected cash flows for 1995, the Company expects additional
borrowing against its revolving credit agreement. The anticipated acquisition
of the "After The Fall" beverage business during the first quarter of fiscal
1995, along with seasonal purchases of fruit during the summer months, will
result in a substantial increase in borrowing during the first two quarters of
fiscal 1995. Debt balances are expected to return to levels consistent with
April 30, 1994 by the end of the year. Capital expenditures of $20,450,000 are
expected for 1995 as the Company continues to focus on modernization and
expansion of its facilities. The Company expects the combination of cash
provided from operations and borrowings available under the revolving credit
agreement to be sufficient to meet all cash requirements in fiscal 1995.
<PAGE> 10
<TABLE>
Exhibit 13
Statements of Consolidated Income
The J. M. Smucker Company
<CAPTION>
_________________________________________________________________________________________
(Dollars in thousands, except per share data)
- - -----------------------------------------------------------------------------------------
Year Ended April 30, 1994 1993 1992
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $511,525 $491,309 $483,472
Cost of products sold 326,055 313,930 314,133
- - -----------------------------------------------------------------------------------------
Gross Profit 185,470 177,379 169,339
Selling, distribution, and administrative expenses 134,688 117,641 114,888
- - -----------------------------------------------------------------------------------------
Operating Income 50,782 59,738 54,451
Interest income 1,147 1,508 1,510
Other income-net 1,314 609 568
- - -----------------------------------------------------------------------------------------
53,243 61,855 56,529
Interest expense 520 385 446
- - -----------------------------------------------------------------------------------------
Income Before Income Taxes and Cumulative Effect of
Change in Accounting Method 52,723 61,470 56,083
Income taxes 22,225 24,071 21,965
- - -----------------------------------------------------------------------------------------
Income Before Cumulative Effect of Change in
Accounting Method 30,498 37,399 34,118
- - -----------------------------------------------------------------------------------------
Cumulative effect of change in accounting method
for postretirement benefits other than pensions -
net of tax benefit of $2,704 --- (4,454) ---
- - -----------------------------------------------------------------------------------------
Net Income $ 30,498 $ 32,945 $ 34,118
- - -----------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------
Income per Common Share Before Cumulative
Effect of Change in Accounting Method $ 1.05 $ 1.27 $ 1.16
- - -----------------------------------------------------------------------------------------
Cumulative effect of change in accounting method --- (.15) ---
- - -----------------------------------------------------------------------------------------
Net Income per Common Share $ 1.05 $ 1.12 $ 1.16
- - -----------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------
<FN>
See notes to consolidated financial statements
</TABLE>
<PAGE> 11
<TABLE>
Exhibit 13
Consolidated Balance Sheets
The J. M. Smucker Company
<CAPTION>
____________________________________________________________________________________
(Dollars in thousands)
- - ------------------------------------------------------------------------------------
Assets April 30,
- - ------------------------------------------------------------------------------------
1994 1993
- - ------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 14,059 $ 50,445
Trade receivables, less allowance for doubtful
accounts of $419 ($300 in 1993) 47,828 40,354
Inventories:
Finished products 42,463 30,101
Raw materials, containers, and supplies 60,773 41,762
- - ------------------------------------------------------------------------------------
103,236 71,863
Other current assets 6,562 5,737
- - ------------------------------------------------------------------------------------
Total Current Assets 171,685 168,399
- - ------------------------------------------------------------------------------------
Property, Plant, and Equipment
Land and land improvements 13,533 11,792
Buildings and fixtures 68,362 53,824
Machinery and equipment 130,403 96,786
Construction in progress 6,486 4,502
- - ------------------------------------------------------------------------------------
218,784 166,904
Accumulated depreciation (81,278) (70,578)
- - ------------------------------------------------------------------------------------
Total Property, Plant, and Equipment 137,506 96,326
- - ------------------------------------------------------------------------------------
Other Noncurrent Assets
Goodwill 21,833 10,098
Trademarks and patents 38,328 11,826
Other assets 9,289 8,162
- - ------------------------------------------------------------------------------------
Total Other Noncurrent Assets 69,450 30,086
- - ------------------------------------------------------------------------------------
$378,641 $294,811
- - ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
<TABLE>
Exhibit 13
<CAPTION>
_______________________________________________________________________________________
(Dollars in thousands)
- - ---------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity April 30,
- - ---------------------------------------------------------------------------------------
1994 1993
- - ---------------------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 37,322 $ 27,433
Notes payable 4,327 4,431
Salaries, wages, and additional compensation 9,604 7,515
Accrued marketing and merchandising 16,209 6,456
Income taxes 2,124 2,155
Dividends payable 3,639 3,357
Other current liabilities 9,970 5,196
- - ---------------------------------------------------------------------------------------
Total Current Liabilities 83,195 56,543
- - ---------------------------------------------------------------------------------------
Long-term debt 48,558 887
Postretirement benefits other than pensions 8,874 7,836
Deferred income taxes 2,469 3,308
Other noncurrent liabilities 1,143 5,768
- - ---------------------------------------------------------------------------------------
Total Noncurrent Liabilities 61,044 17,799
- - ---------------------------------------------------------------------------------------
Shareholders' Equity
Serial Preferred Shares-- no par value:
Authorized--3,000,000 shares; outstanding--none --- ---
Common Shares - no par value:
Class A - Authorized--35,000,000 shares;
outstanding--14,360,339 in 1994, and 14,407,493
in 1993 (net of 1,851,949 and 1,804,795 treasury
shares, respectively), at stated value 3,590 3,602
Class B - Authorized--35,000,000 shares;
outstanding--14,749,839 in 1994, and 14,791,173
in 1993 (net of 1,462,449 and 1,421,115 treasury
shares, respectively), at stated value 3,687 3,698
Additional capital 9,261 8,841
Retained income 233,420 218,952
Less:
Deferred compensation (576) (1,430)
Amount due from ESOP Trust (10,670) (10,853)
Currency translation adjustment (4,310) (2,341)
- - ---------------------------------------------------------------------------------------
Total Shareholders' Equity 234,402 220,469
- - ---------------------------------------------------------------------------------------
$378,641 $294,811
- - ---------------------------------------------------------------------------------------
<FN>
See notes to consolidated financial statements
</TABLE>
<PAGE> 13
<TABLE>
Exhibit 13
Statements of Consolidated Cash Flows
The J. M. Smucker Company
<CAPTION>
________________________________________________________________________________________
(Dollars in thousands)
- - ----------------------------------------------------------------------------------------
Year Ended April 30, 1994 1993 1992
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income $30,498 $32,945 $34,118
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in
accounting method --- 4,454 ---
Depreciation 12,739 11,137 10,753
Amortization 2,639 1,915 2,055
Write-off of goodwill 2,326 --- ---
Deferred income taxes (1,302) 145 434
Changes in assets and liabilities:
Trade receivables (6,097) 798 615
Inventories 500 6,059 (11,401)
Other current assets 188 (318) 851
Accounts payable and accrued items 12,780 (216) 4,771
Other - net 901 63 (776)
- - ----------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 55,172 56,982 41,420
- - ----------------------------------------------------------------------------------------
Investing Activities
Businesses acquired - net of cash (100,195) (2,098) ---
Additions to property, plant, and equipment (18,707) (21,004) (17,361)
Proceeds from the sale of property, plant, and
equipment 691 840 1,156
Other - net (572) (3,353) (622)
- - ----------------------------------------------------------------------------------------
Net Cash Used for Investing Activities (118,783) (25,615) (16,827)
- - ----------------------------------------------------------------------------------------
Financing Activities
Proceeds from long-term debt 48,048 --- ---
Reduction in long-term debt (377) (440) (440)
(Purchase) Sale of Common Shares (2,210) (2,111) 51
Net amount received from (loaned to) ESOP 183 250 (1,227)
Dividends paid (13,360) (12,364) (11,223)
Other (4,799) (2,500) ---
- - ---------------------------------------------------------------------------------------
Net Cash Provided by (Used for) Financing Activities 27,485 (17,165) (12,839)
- - ----------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash (260) (25) 1
Net (Decrease) Increase in Cash and Cash Equivalents (36,386) 14,177 11,755
Cash and Cash Equivalents at Beginning of Year 50,445 36,268 24,513
- - ----------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $14,059 $50,445 $36,268
- - ----------------------------------------------------------------------------------------
<FN>
( ) Denotes use of cash
See notes to consolidated financial statements
</TABLE>
<PAGE> 14
<TABLE>
Exhibit 13
Statements of Consolidated Shareholders' Equity
The J. M. Smucker Company
<CAPTION>
__________________________________________________________________________________________________________________
(Dollars in thousands)
- - ------------------------------------------------------------------------------------------------------------------
Deferred Amount due Currency Share-
Common Shares Additional Retained Compen- from ESOP Translation holders'
Class A Class B Capital Income sation Trust Adjustment Equity
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at April 30, 1991 $ 3,692 $ --- $10,544 $186,919 $(1,728) $ (9,876) $ 672 $190,223
Net income 34,118 34,118
Distribution of
Class B Common Shares 3,692 (3,692) ---
Stock plans 51 781 832
Dividends declared-
$.39 a share (11,451) (11,451)
Other 131 (1,227) (411) (1,507)
- - ------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1992 $ 3,692 $ 3,692 $ 7,034 $209,586 $ (947) $(11,103) $ 261 $212,215
Net income 32,945 32,945
Purchase of
Treasury shares (105) (14) (10,959) (11,078)
Stock plans 15 6 1,214 (483) 752
Dividends declared-
$.43 a share (12,620) (12,620)
Other 607 250 (2,602) (1,745)
- - ------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1993 $ 3,602 $ 3,698 $ 8,841 $218,952 $(1,430) $(10,853) $(2,341) $220,469
Net income 30,498 30,498
Purchase of
Treasury shares (15) (11) (22) (2,388) (2,436)
Stock plans 3 223 854 1,080
Dividends declared-
$.47 a share (13,642) (13,642)
Other 219 183 (1,969) (1,567)
- - ------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1994 $ 3,590 $ 3,687 $ 9,261 $233,420 $ (576) $(10,670) $(4,310) $234,402
======= ======= ======= ======== ======= ======== ======= ========
<FN>
See notes to consolidated financial statements
</TABLE>
<PAGE> 15
Exhibit 13
Notes to Consolidated Financial Statements
The J. M. Smucker Company
Fiscal Years Ended April 30, 1994, April 30, 1993, and April 30, 1992
Note A: Accounting Policies
Principles of Consolidation: The consolidated financial statements include
the accounts of the Company and its subsidiaries, all of which are
wholly-owned. All significant intercompany transactions and accounts are
eliminated in consolidation.
Cash and Cash Equivalents: The Company considers all short-term investments
with a maturity of three months or less to be cash equivalents.
Financial Instruments: The fair value of the Company's financial instruments
approximates their carrying amounts.
<PAGE> 16
Exhibit 13
Inventories: The Company values its inventories at the lower of cost or
market, with market considered as replacement value. Cost is determined on the
last-in, first-out (LIFO) method for the majority of domestic inventories.
Inventories not on the LIFO method are valued principally by the first-in,
first-out (FIFO) method. If the FIFO method (which approximates current cost)
had been used for all inventories, the balances would have been $11,169,000 and
$11,015,000 higher than reported at April 30, 1994 and 1993, respectively.
Goodwill and Intangible Assets: The excess cost over net assets of
businesses acquired and other intangibles, principally trademarks and patents,
are being amortized using the straight-line method over periods ranging up to
40 years. Accumulated amortization of goodwill and intangible assets at April
30, 1994 and 1993, was $10,228,000 and $8,434,000, respectively.
Property, Plant, and Equipment: Property, plant, and equipment are carried
at cost with depreciation computed over the estimated useful life by the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.
<PAGE> 17
Exhibit 13
Foreign Currency Translation: Assets and liabilities of the Company's
foreign subsidiaries are translated using the exchange rates in effect at the
balance sheet date, while income and expenses are translated using average
rates. Translation adjustments are reported as a separate component of
shareholders' equity.
Net Income Per Common Share: Net income per Common Share is based on the
weighted average number of the Class A Common Shares and Class B Common Shares
considered outstanding during the year.
Reclassifications: Certain prior year amounts have been reclassified to
conform to current year classifications.
Note B: Operating Segments
The Company operates in one industry: the manufacturing and marketing of food
products. The following presents information about operations in different
geographic areas:
<TABLE>
<CAPTION>
________________________________________________________________
(Dollars in thousands)
- - ----------------------------------------------------------------
Year Ended April 30, 1994 1993 1992
- - ----------------------------------------------------------------
<S> <C> <C> <C>
Net sales:
United States $453,902 $452,846 $442,879
Foreign 57,623 38,463 40,593
- - ----------------------------------------------------------------
Total net sales $511,525 $491,309 $483,472
- - ----------------------------------------------------------------
Operating income (loss):
United States $ 81,013 $ 85,831 $ 81,613
Foreign (1,216)(1) 752 (1,413)
- - -----------------------------------------------------------------
79,797 86,583 80,200
Corporate expenses (29,015) (26,845) (25,749)
- - ----------------------------------------------------------------
Total operating income $ 50,782 $ 59,738 $ 54,451
- - ----------------------------------------------------------------
Identifiable assets:
United States $326,042 $259,302 $240,930
Foreign 52,599 35,509 36,838
- - ----------------------------------------------------------------
Total assets $378,641 $294,811 $277,768
- - ----------------------------------------------------------------
<FN>
(1) Includes the write-off of $2.3 million of goodwill associated
with a foreign subsidiary.
</TABLE>
Identifiable assets include corporate and all other assets identified with
operations in each geographic area. There were no material amount of transfers
between geographic areas.
<PAGE> 18
Exhibit 13
Note C: Acquisitions
On March 31, 1994, the Company acquired certain assets and assumed certain
liabilities of the "Mrs. Smith's" frozen pie business from Mrs. Smith's Frozen
Foods Co., a subsidiary of Kellogg Company, for $84,102,000 (contract price of
$80,100,000 plus closing adjustments). This business, located in Pottstown,
Pennsylvania, manufactures and markets branded frozen pies, desserts, and pie
shells under the "Mrs. Smith's" brand name. The purchase price was paid from a
combination of debt financing and internally generated funds. In connection
with the acquisition, the Company purchased $36,452,000 of intangible assets,
primarily trademarks and goodwill, and plans to amortize them over 40 years
using the straight-line method.
In July 1993, the Company purchased for $16,093,000 in cash, the jam, preserve,
and pie filling business of Culinar, Inc. of Canada. In connection with this
acquisition, the Company purchased $7,159,000 of intangible assets, primarily
goodwill, and plans to amortize them over 20 years using the straight-line
method.
These acquisitions have been recorded using the purchase method of accounting
and, accordingly, results of operations subsequent to the dates of acquisition
are included in the consolidated financial statements.
The acquisition of the Culinar business did not have a material impact on the
financial results of the Company. Had the acquisition of "Mrs. Smith's"
occurred at the beginning of fiscal 1993, proforma consolidated results would
have been as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------
Year Ended April 30, 1994 1993
- - -------------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
<S> <C> <C>
Net Sales $633,000 $635,000
Net Income $ 32,240 $ 35,954
Net Income per share $ 1.10 $ 1.22
</TABLE>
The proforma results are based on historical financial information provided by
Mrs. Smith's Frozen Foods Co. and are adjusted to give effect to certain
costs, primarily interest expense, amortization of intangible assets,
depreciation on revalued property, plant, and equipment, and income taxes.
These unaudited results do not necessarily reflect the actual results which
would have occurred had the acquisition been completed at the beginning of
1993, nor are they necessarily indicative of future results.
During April 1994, the Company signed a letter of intent with After The Fall
Products, Inc. to acquire its beverage business located in Brattleboro,
Vermont. The transaction is subject to the execution of a purchase agreement
and other customary conditions and is expected to close in the first quarter of
fiscal 1995.
<PAGE> 19
Exhibit 13
Note D: Retirement Plans
The Company has pension plans covering substantially all of its employees.
Benefits are based on the employee's years of service and compensation. The
Company's plans are funded in conformity with the funding requirements of
applicable government regulations. Net periodic pension cost included the
following components:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------
(Dollars in thousands)
- - -------------------------------------------------------------------------------------
Year Ended April 30, 1994 1993 1992
- - -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned during the period $1,256 $1,168 $1,016
Interest cost on projected benefit obligation 3,086 2,564 2,259
Actual return on plan assets (2,876) (2,204) (5,456)
Deferred (loss) gain (722) (1,253) 2,444
Net amortization and deferral 244 (107) (67)
- - --------------------------------------------------------------------------------------
Net periodic pension cost $ 988 $ 168 $ 196
- - --------------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
Exhibit 13
<TABLE>
The following sets forth in the aggregate the funded status and amounts
recognized in the Company's consolidated balance sheets for all of the
Company-administered domestic pension plans:
<CAPTION>
(Dollars in thousands)
- - ---------------------------------------------------------------------------------------
<S> <C> <C>
Year Ended April 30, 1994 1993
- - ---------------------------------------------------------------------------------------
Actuarial present value of accumulated benefit obligation:
Vested benefits $34,444 $28,938
Non-vested benefits 2,312 1,852
- - ---------------------------------------------------------------------------------------
Accumulated benefit obligation $36,756 $30,790
- - ---------------------------------------------------------------------------------------
Projected benefit obligation for service
rendered to date $44,012 $36,541
Plan assets at fair value 42,520 40,404
- - ---------------------------------------------------------------------------------------
Plan assets (less than) in excess of projected benefit
obligation (1,492) 3,863
Unrecognized prior service cost 5,166 4,917
Unrecognized net gain from past experience (338) (4,805)
Unamortized net asset at transition (1,686) (1,777)
- - ---------------------------------------------------------------------------------------
Net prepaid pension cost $ 1,650 $ 2,198
- - ---------------------------------------------------------------------------------------
</TABLE>
The expected long-term rate of return on plan assets was 9% for 1994, 1993,
and 1992. Plan assets consist of listed stocks and government obligations,
including 168,000 of both of the Company's Class A and Class B Common Shares at
April 30, 1994 and 1993. The discount rate was 7.5% and 8% in 1994 and 1993,
respectively, while the rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligations
was 5.75% for both years. Prior service costs are being amortized over the
average remaining service lives of the employees expected to receive benefits.
Included in the above table is the unfunded supplemental retirement benefit
plan which had a projected benefit obligation of $6,230,000 and $4,727,000 in
1994 and 1993, respectively.
The Company also charged to operations approximately $675,000, $606,000, and
$675,000 in 1994, 1993, and 1992, respectively, for contributions to foreign
pension plans and to plans not administered by the Company on behalf of
employees subject to certain labor contracts. These amounts were determined in
accordance with foreign actuarial computations and provisions of those labor
contracts. For those plans not self-administered, the Company is unable to
determine its share of either the accumulated plan benefits or net assets
available for benefits under those plans.
<PAGE> 21
Exhibit 13
Note E: Postretirement Benefits Other Than Pensions
In addition to providing pension benefits, the Company sponsors several
unfunded defined postretirement plans which provide health care and life
insurance benefits to substantially all active and retired, domestic,
nonrepresented employees, their covered dependents, and beneficiaries. These
plans are contributory, with retiree contributions adjusted periodically, and
contain other cost-sharing features, such as deductibles and coinsurance.
Covered employees generally are eligible for these benefits when they have
reached age 55 and attained 10 years of service.
During fiscal 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" (SFAS 106). This standard
requires that the estimated cost of postretirement benefits, principally
health care, be accrued over the period earned rather than expensed as
incurred. The effect of adopting SFAS 106 resulted in the Company recognizing
a one-time charge to consolidated income of $4,454,000 ($.15 per share), net of
$2,704,000 of income tax benefit.
<PAGE> 22
Exhibit 13
<TABLE>
<CAPTION>
Net periodic postretirement benefit expense related to these plans for 1994 and 1993
included the following:
- - -----------------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
- - -----------------------------------------------------------------------------------------
<S> <C> <C>
Service cost $ 421 $362
Interest cost 737 591
Net amortization and deferral 13 ---
- - -----------------------------------------------------------------------------------------
Net periodic postretirement benefit cost $1,171 $953
- - -----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
The following table sets forth the combined status of the plans as recognized in the
Consolidated Balance Sheets at April 30, 1994 and 1993:
- - -----------------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
- - -----------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation:
Retirees $3,407 $2,642
Fully eligible active participants 1,351 1,241
Other active participants 5,045 3,953
Unrecognized actuarial loss (929) ---
- - -----------------------------------------------------------------------------------------
Postretirement benefits other than pensions $8,874 $7,836
- - -----------------------------------------------------------------------------------------
</TABLE>
The discount rate assumption used to determine the actuarial present value of
the accumulated postretirement benefit obligation was 7.5% in 1994 and 8% in
1993. For 1995, the assumed health care cost trend rates were 11.8% for
participants under age 65 and 10.0% for participants age 65 or older. Both
rates were assumed to decrease gradually to 5.0% in the year 2004. The health
care cost trend rate assumption has a significant effect on the amount of the
obligation and periodic cost reported. A one percent annual increase in the
assumed cost trend rate in each year would increase the accumulated
postretirement benefit obligation as of April 30, 1994 by $1,824,000 and the
net periodic postretirement benefit cost for the year by $253,000.
In addition, certain of the Company's active employees participate in
multi-employer plans which provide defined postretirement health care benefits.
The aggregate amount contributed to these plans, including the charge for
periodic postretirement benefit costs, totaled $1,436,000, $1,356,000, and
$1,185,000 in 1994, 1993, and 1992, respectively.
<PAGE> 23
Exhibit 13
Note F: Stock Benefit Plans
ESOP: The Company sponsors an Employee Stock Ownership Plan and Trust (ESOP)
for domestic, non-represented employees. The Company has entered into loan
agreements with the Trustee of the ESOP for purchases by the Trustee in amounts
not to exceed a total of 1,200,000 unallocated Common Shares of the Company at
any one time. These shares are to be allocated to participants over a period
of not less than 20 years. No additional borrowings were made by the ESOP in
either fiscal year 1994 or 1993; $1,384,000 was borrowed during 1992. All
existing and future loans bear interest at 1/2% over prime and will be payable
as shares are allocated to participants. The Company incurred no net expense
in any of the three years. The principal payments received from the ESOP in
1994, 1993, and 1992 were $183,000, $250,000, and $157,000, respectively.
Savings Plan: The Company offers an employee savings plan under Section
401(k) of the Internal Revenue Code for all domestic employees not covered by
collective bargaining agreements. The Company's contributions under the plan
are based on a specified percentage of employee contributions. Charges to
operations for this plan in 1994, 1993, and 1992 were $787,000, $736,000, and
$470,000, respectively.
Restricted Stock: The Restricted Stock Bonus Plan provides for issuance of
Common Shares to key employees. There are 105,600 Class A and 148,600 Class B
Common Shares available for issuance under the plan at April 30, 1994. Shares
awarded under this plan contain certain restrictions for four years relating,
among other things, to forfeiture in the event of termination of employment and
to transferability.
Shares awarded are issued as of the effective date of the award and recorded
at market value. A corresponding deferred compensation charge is expensed over
the period during which restrictions are in effect. There were no awards made
during the fiscal year. An award of 43,000 Class A Common Shares was made in
1993.
<PAGE> 24
Exhibit 13
Stock Options: The Company has two stock option plans covering officers and
certain key employees. Options granted under these plans become exercisable at
the rate of one-third per year beginning one year after the date of grant, and
the option price is equal to the market value on the effective date of the
grant.
Changes in the stock option plans are as follows:
<TABLE>
<CAPTION>
_________________________________________________________________________
Common Shares Option Price
Class A Class B Per Share
- - -------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at April 30,
1991 410,532 410,532
Granted 169,100 500 $21.97-$31.50
Exercised (1,500) (1,500) $15.94-$20.22
Forfeited (1,500) (1,500) $15.94-$20.22
- - -------------------------------------------------------------------------
Outstanding at April 30,
1992 576,632 408,032
Granted 127,500 --- $27.25
Exercised (6,200) (6,200) $11.19-$19.13
Forfeited (5,400) (1,000) $19.13-$31.50
- - -------------------------------------------------------------------------
Outstanding at April 30,
1993 692,532 400,832
Granted 179,000 --- $23.94
Exercised (5,866) (5,866) $11.19-$19.13
Forfeited (7,566) (1,166) $19.13-$31.50
- - --------------------------------------------------------------------------
Outstanding at April 30,
1994 858,100 393,800
- - --------------------------------------------------------------------------
Exercisable at April 30,
1994 543,335 393,634
- - --------------------------------------------------------------------------
Available for Future Grants
at April 30,
1992 1,219,365 1,387,965
1993 1,097,265 1,388,965
1994 925,831 1,390,131
</TABLE>
<PAGE> 25
Exhibit 13
Note G: Income Taxes
During 1993, the Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes." This statement requires the use of the
asset and liability approach for financial accounting and reporting of income
taxes. The Company previously accounted for income taxes in conformity with
APB 11. The effect of this change in accounting method was not material to the
financial statements or results of operations.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax reporting. Significant components
of the Company's deferred tax assets and liabilities as of April 30, 1994 and
1993 are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
1994 1993
------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Liabilities:
Depreciation $ 7,891 $ 7,189
Pension contributions 764 918
Other (each less than 5% of total liabilities) 1,391 1,192
Total Deferred Tax Liabilities 10,046 9,299
------------------------------------------------------------------------------------
Deferred Tax Assets:
Postretirement benefits other than pensions 3,393 2,960
Other employee benefits 2,560 2,133
Foreign net operating loss carryforwards 901 664
Trademarks 863 655
Marketing accruals 571 786
Other (each less than 5% of total assets) 3,921 2,495
------------------------------------------------------------------------------------
Total Deferred Tax Assets 12,209 9,693
Valuation allowance for deferred tax assets (2,265) (1,884)
------------------------------------------------------------------------------------
Net Deferred Tax Assets 9,944 7,809
-------------------------------------------------------------------------------
Net Deferred Tax Liabilities $ 102 $ 1,490
-------------------------------------------------------------------------------
</TABLE>
At April 30, 1994, the Company has foreign net operating loss carryforwards
of $2,729,000 for income tax purposes with indefinite expiration dates. The
Company has recorded a valuation allowance related to foreign tax loss carry-
forwards and other foreign deferred tax assets due to the uncertainty of
their realization.
<PAGE> 26
<TABLE>
Exhibit 13
Significant components of the provision for income taxes are as follows:
<CAPTION>
(Dollars in thousands)
Year Ended April 30, 1994 1993 1992
- - -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $20,146 $20,413 $18,236
State and Local 3,381 3,513 3,295
Deferred (Credit) (1,302) 145 434
- - -----------------------------------------------------------------------------------
Total income tax expense from operations $22,225 $24,071 $21,965
- - -----------------------------------------------------------------------------------
</TABLE>
A reconciliation of the statutory federal income tax rate and the effective tax
rate follows:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------
(Dollars in thousands)
- - -----------------------------------------------------------------------------------
Percent of Pretax Income
- - -----------------------------------------------------------------------------------
Year Ended April 30, 1994 1993 1992
- - -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 34.0% 34.0%
Increase in income taxes resulting from:
State and local income taxes, net of federal
income tax benefit 4.2 3.8 3.9
Other items 3.0 1.4 1.3
- - -----------------------------------------------------------------------------------
Effective income tax rate 42.2% 39.2% 39.2%
- - -----------------------------------------------------------------------------------
Income taxes paid $22,431 $23,640 $22,744
- - -----------------------------------------------------------------------------------
</TABLE>
Note H: Long-Term Debt
In April 1994, the Company replaced its short-term lines of credit with a
three-year $125,000,000 unsecured revolving credit facility. Borrowings under
the revolving credit facility were $48,048,000 at April 30, 1994. Under the new
agreement, the Company is subject to certain covenants and restrictions
relating to current and interest coverage ratios, along with periodic payments
for commitment fees on the unused balance. Interest rates are variable,
primarily based on money market, LIBOR, or prime. The revolving credit
facility expires in 1997 and is extendible at the option of the Company with
the approval of the banks.
<PAGE> 27
Exhibit 13
Note I: Leases
The Company leases certain land, buildings, and equipment for varying periods
of time, with renewal options. Leases of cold storage facilities are
continually renewed for short periods.
Rental expense in 1994, 1993, and 1992 totaled $9,110,000, $8,552,000, and
$8,513,000, respectively; included therein were cold storage facility rentals,
based on quantities stored, amounting to $5,525,000, $4,538,000, and
$4,708,000, respectively.
Note J: Common Shares
In August 1991, the shareholders of the Company approved Amended Articles of
Incorporation changing the Company's existing Common Shares into Class A Common
Shares and authorizing a new class of non-voting Common Shares, designated as
Class B Common Shares. Subsequently, on September 30, 1991, the Company
distributed one share of the newly created Class B Common Shares for each Class
A Common Share then issued.
The Company's Amended Articles of Incorporation provide that but for certain
exceptions, those acquiring the Company's Class A Common Shares will be
entitled to cast one vote per share on matters requiring shareholder approval
until they have held their shares for four years, after which time they will be
entitled to cast ten votes per share. The Company's Class B Common Shares are
non-voting, except under certain conditions outlined in the Company's Amended
Articles of Incorporation.
<PAGE> 1
Exhibit 22
Subsidiaries of the Company
<TABLE>
<CAPTION>
State or Jurisdiction
Subsidiaries of Incorporation
- - ------------------------------ ---------------------
<S> <C>
H. B. DeViney Company, Inc. Pennsylvania
The Dickinson Family, Inc. Ohio
Elsenham Quality Foods Limited England
JMS Specialty Foods, Inc. Wisconsin
Juice Creations Co. Ohio
Knudsen & Sons, Inc. California
Mary Ellen's, Incorporated Ohio
Mrs. Smith's, Inc. Ohio
A. F. Murch Company Ohio
Santa Cruz Natural Incorporated California
Shawson Pty. Ltd. Victoria, Australia
Smucker Australia, Inc. Ohio
J. M. Smucker (Canada), Inc. Ohio
J. M. Smucker (Canada) Inc. Ontario, Canada
Smucker International, Ltd. U.S. Virgin Islands
</TABLE>
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report on Form
10-K of The J. M. Smucker Company of our report dated June 8, 1994, included in
the 1994 Annual Report to Shareholders of The J.M. Smucker Company.
Our audit also included the financial statement schedules of The J. M. Smucker
Company listed in item 14(a). These schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-21273 and Form S-8 No. 33-38011) pertaining to the
1987 Stock Option Plan and (Form S-8 No. 33-32637) pertaining to the UK
Employees (1989) Stock Option Plan and the Elsenham (Nonapproved) Stock Option
Plan, of our report dated June 8, 1994, with respect to the consolidated
financial statements in the preceding paragraph with respect to the financial
statement schedules included in this Annual Report on Form 10-K of The J. M.
Smucker Company.
ERNST & YOUNG
July 12, 1994
<PAGE> 1
Exhibit 24.1
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that LENA C. BAILEY, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker
Company deems appropriate and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, all pursuant to applicable legal provisions, with full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ Lena C. Bailey
----------------------------
Director
<PAGE> 1
Exhibit 24.2
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that WILLIAM P. BOYLE, JR., director
of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned director might or could do in person, in
furtherance of the foregoing.
/s/ William P. Boyle, Jr.
-------------------------------
Director
<PAGE> 1
Exhibit 24.3
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that ROBERT R. MORRISON, director of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned director might or could do in person, in
furtherance of the foregoing.
/s/ Robert R. Morrison
-------------------------------
Director
<PAGE> 1
Exhibit 24.4
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that VERNON D. NETZLY, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker
Company deems appropriate and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, all pursuant to applicable legal provisions, with full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ Vernon D. Netzly
------------------------------
Director
<PAGE> 1
Exhibit 24.5
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that PAUL H. SMUCKER, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker
Company deems appropriate and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, all pursuant to applicable legal provisions, with full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ Paul H. Smucker
--------------------------
Director
<PAGE> 1
Exhibit 24.6
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that CHARLES S. MECHEM, JR., director
of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned director might or could do in person, in
furtherance of the foregoing.
/s/ Charles S. Mechem, Jr.
------------------------------
Director
<PAGE> 1
Exhibit 24.7
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RUSSELL G. MAWBY, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker
Company deems appropriate and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, all pursuant to applicable legal provisions, with full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ Russell G. Mawby
-----------------------------
Director
<PAGE> 1
Exhibit 24.8
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that BENJAMIN B. TREGOE, JR., director
of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned director might or could do in person, in
furtherance of the foregoing.
/s/ Benjamin B. Tregoe, Jr.
--------------------------------
Director
<PAGE> 1
Exhibit 24.9
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that WILLIAM WRIGLEY, JR., director of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned director might or could do in person, in
furtherance of the foregoing.
/s/ William Wrigley, Jr.
------------------------------
Director
<PAGE> 1
Exhibit 24.10
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RICHARD G. JIRSA, controller of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that
The J. M. Smucker Company deems appropriate and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, all pursuant to applicable legal
provisions, with full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned controller might or could do in person, in
furtherance of the foregoing.
/s/ Richard G. Jirsa
----------------------------
Controller
<PAGE> 1
Exhibit 24.11
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. SMUCKER, director of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker and Steven J.
Ellcessor, and each of them, with full power of substitution, as attorney or
attorneys of the undersigned, to execute an Annual Report on Form 10-K for the
fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company
deems appropriate and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
all pursuant to applicable legal provisions, with full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned director might or could
do in person, in furtherance of the foregoing.
/s/ Richard K. Smucker
----------------------------
Director
<PAGE> 1
Exhibit 24.12
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that TIMOTHY P. SMUCKER, director of
The J. M. Smucker Company, hereby appoints Richard K. Smucker and Steven J.
Ellcessor, and each of them, with full power of substitution, as attorney or
attorneys of the undersigned, to execute an Annual Report on Form 10-K for the
fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company
deems appropriate and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
all pursuant to applicable legal provisions, with full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned director might or could
do in person, in furtherance of the foregoing.
/s/ Timothy P. Smucker
------------------------------
Director
<PAGE> 1
Exhibit 24.13
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that BARBARA TRUEMAN, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker
Company deems appropriate and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, all pursuant to applicable legal provisions, with full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ Barbara Trueman
------------------------------
Director
