<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, 1995
( ) 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
Ohio 34-0538550
State of Incorporation I.R.S. Employer Identification No.
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. [ ]
As of July 3, 1995, 14,384,839 Class A Common Shares and 14,778,839 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 3, 1995, was $243,969,381.
Certain sections of the Registrant's definitive Proxy Statement, dated July 17,
1995, for the August 15, 1995 Annual Meeting of Shareholders and of the 1995
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 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 seven strategic business areas:
Consumer, Mrs. Smith's, Beverage, International, Foodservice, 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 distribution outside the United States is principally in
Canada, Australia and the Pacific Rim, the United Kingdom, and Latin America,
although products are exported to other countries. International sales
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 are the
Company's names and certain designs of products. Major trademarks include:
Smucker's, Mrs. Smith's, The R. W. Knudsen Family, After The Fall, Mary Ellen,
Dickinson's, Lost Acres, IXL, Laura Scudder's, 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, Santa Cruz
Natural, Spritzer, Fruit Teazer, Heinke, and Fruitage. In addition, the
Company licenses the Peanuts, Shirriff, and Vachon brands.
<PAGE> 3
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
Thanksgiving and Christmas holiday seasons, the Company's second and third
quarter financial performance is significantly impacted by Mrs. Smith's results
during those periods.
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 customers 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 U.S. market leader in the fruit
spread, frozen pie, ice cream topping, and natural peanut butter categories.
The Company's business is highly competitive as all its brands compete for
retail shelf and freezer 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.
RESEARCH AND DEVELOPMENT. The Company predominantly utilizes in-house
programs to both develop new products and improve existing products in each of
its strategic business areas. In relation to consolidated assets and operating
expenses, amounts expensed in each of the areas were not material in any of the
last three years.
ENVIRONMENTAL MATTERS. Compliance with the provisions 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, 1995, the Company had approximately 2,600
full-time employees, worldwide.
SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning
international operations for the years 1995, 1994, and 1993 is hereby
incorporated by reference from the 1995 Annual Report to Shareholders, on page
19 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. All production properties listed
below are owned except the facility in Oxnard, California, which is leased.
<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, 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.
Also, produces industrial fruit products.
Woodburn, Oregon Strawberries, raspberries, blackberries,
blueberries. Also produces industrial fruit
products.
Grandview, Washington Grapes, cherries, strawberries, cranberries
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 Carlton, Victoria,
Australia; Mexico City, Mexico; Toronto, Ontario, Canada; Longueuil, Quebec,
Canada; and Brattleboro, Vermont.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding which would
be considered material.
<PAGE> 5
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, 1995, 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 and the father-in-law of H.
Reid Wagstaff. 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 78 56 Chairman of the Executive Committee 1970
Tim Smucker 51 26 Chairman 1987
Richard K. Smucker 47 22 President 1987
Vincent C. Byrd 40 18 Vice President and General Manager, 1989
Consumer Market
K. Edwin Dountz 53 19 Vice President - Sales 1982
Fred A. Duncan 49 17 Vice President and General Manager, 1984
Industrial Market
Charles A. Laine 59 30 Vice President and General Manager, 1984
International and Beverage Markets
R. Alan McFalls 50 18 Vice President - Corporate Development and 1988
Planning
John D. Milliken 50 21 Vice President - Customer Logistics 1981
Robert R. Morrison 60 34 Vice President - Operations 1967
H. Reid Wagstaff 60 19 Vice President - Government and 1994
Environmental Affairs
Steven J. Ellcessor 43 9 Secretary and General Counsel 1986
Richard G. Jirsa 49 20 Corporate Controller 1978
Philip P. Yuschak 56 19 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 1995 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 1995 Annual Report to Shareholders under the following captions and
page numbers: "Five Year Summary of Selected Financial Data" on page 8; Note
E: "Postretirement Benefits Other Than Pensions" on pages 21 and 22; and Note
I: "Income Taxes" on pages 25 and 26.
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 1995 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, 1995,
1994, and 1993 and for each of the three years in the period ended April 30,
1995, with the report of independent auditors and selected unaudited quarterly
financial data, are hereby incorporated by reference from the Company's 1995
Annual Report to Shareholders on page 9 and pages 12 through 26.
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 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15,
1995, 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.
Information regarding disclosure of late filers pursuant to Item 405
of Regulation S-K is incorporated herein by reference from the Company's
definitive Proxy Statement, dated July 17, 1995, for the 1995 Annual Meeting of
Shareholders on August 15, 1995, on pages 13 and 14 under the caption
"Ownership of Common Shares."
<PAGE> 7
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 17, 1995, for the 1995 Annual Meeting of Shareholders on
August 15, 1995 under the following captions and page numbers: "Additional
Information Concerning the Board of Directors of the Company" on pages 4 and 5,
and beginning with "Report of the Executive Compensation Committee of the Board
of Directors" on page 5 and continuing through "Pension Plan" on page 11.
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 17, 1995,
for the 1995 Annual Meeting of Shareholders on August 15, 1995 on pages 13 and
14 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 17, 1995, for the 1995 Annual Meeting of Shareholders on
August 15, 1995 under the captions "Election of Directors" and "Additional
Information Concerning the Board of Directors of the Company" on pages 2
through 5.
<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
Exhibit
No. Description
- --------------------------------------------------------------------------------
3(a) 1991 Amended Articles of Incorporation incorporated by reference
to the 1992 Annual Report on Form 10-K.
3(b) Amended Regulations
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) Revolving credit agreement between The J. M. Smucker Company
and Society National Bank (individually and as Agent), National
City Bank, and the First National Bank of Chicago dated as of
April 27, 1994, incorporated by reference to the Quarterly Report
on Form 10-Q for the period ended July 31, 1994.
4(c) First Amendment Agreement to the revolving credit agreement
between The J. M Smucker Company and Society National Bank
(individually and as Agent), National City Bank, and the First
National Bank of Chicago dated as of April 25, 1995.
10(a) Amended Restricted Stock Bonus Plan incorporated by reference to
the 1994 Annual Report on Form 10-K.
10(b) Top Management Supplemental Retirement Benefit Plan incorporated
by reference to the 1994 Annual Report on Form 10-K.
10(c) 1987 Stock Option Plan incorporated by reference to the 1994
Annual Report on Form 10-K.
10(d) Management Incentive Plan incorporated by reference to the 1994
Annual Report on Form 10-K.
<PAGE> 9
13 Excerpts from 1995 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedules
All other required exhibits are either inapplicable to the Company
or require no answer.
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 1995.
No reports on Form 8-K were required to be filed during the last quarter
of the period covered by this report.
(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 Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 25, 1995 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>
<CAPTION>
<S> <C>
- -----------------------------------
Paul H. Smucker Chairman of the Executive Committee and Director
(Principal Executive Officer)
- -----------------------------------
Tim Smucker Chairman and Director
(Principal Executive Officer)
- -----------------------------------
Richard K. Smucker President and Director
(Principal Executive Officer)
(Principal Financial Officer)
- -----------------------------------
Richard G. Jirsa Corporate Controller
(Principal Accounting Officer)
- -----------------------------------
Lena C. Bailey Director
- -----------------------------------
William P. Boyle, Jr. Director
- -----------------------------------
Russell G. Mawby Director By Steven J. Ellcessor
Attorney-in-Fact
- -----------------------------------
Charles S. Mechem, Jr Director
Date: July 25, 1995
- -----------------------------------
Robert R. Morrison Director
- -----------------------------------
Vernon D. Netzly Director
- -----------------------------------
William H. Steinbrink Director
- -----------------------------------
Benjamin B. Tregoe, Jr. Director
- -----------------------------------
Barbara Trueman Director
- -----------------------------------
William Wrigley, Jr. Director
</TABLE>
<PAGE> 11
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
<TABLE>
<CAPTION>
Form Annual
10-K Report To
Report Shareholder
------ -----------
<S> <C> <C>
Data incorporated by reference from the 1995 Annual Report
to Shareholders of The J. M. Smucker Company:
Consolidated Balance Sheets at April 30, 1995 and 1994 . . . . . . . . 14-15
For the years ended April 30, 1995, 1994, and 1993:
Statements of Consolidated Income . . . . . . . . . . . . . . . . . . 13
Statements of Consolidated Cash Flows . . . . . . . . . . . . . . . . 16
Statements of Consolidated Shareholders' Equity . . . . . . . . . . . 17
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 18-26
Consolidated financial statement schedules at April 30, 1995,
or for the years ended April 30, 1995, 1994, and 1993:
VIII. Valuation and qualifying accounts . . . . . . . . . . . . . . . F-2
</TABLE>
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.
F-1
<PAGE> 12
THE J. M. SMUCKER COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Balance at Charged to Charged to Deduc- Balance at
Classification Beginning Costs and Other tions End of
of year Expenses Accounts (A) Period
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995:
Valuation allowance for $ 2,265 $ 395 $ --- $ --- $ 2,660
deferred tax assets
Allowance for doubtful accounts 419 195 $ --- 139 475
-----------------------------------------------------------------------
$ 2,684 $ 590 $ --- $ 139 $ 3,135
======== ======== ======== ======= ========
1994:
Valuation allowance for $ 1,884 $ 381 $ --- $ --- $ 2,265
deferred tax assets
Allowance for doubtful accounts 300 201 --- 82 419
-----------------------------------------------------------------------
$ 2,184 $ 582 $ --- $ 82 $ 2,684
======== ======== ======== ======== ========
1993:
Valuation allowance for $ --- $ 1,884 $ --- $ --- $ 1,884
deferred tax assets
Allowance for doubtful accounts 696 261 --- 657 300
-----------------------------------------------------------------------
$ 696 $ 2,145 $ --- $ 657 $ 2,184
======= ======== ======== ======== ========
<FN>
(A) Uncollectible accounts written off, net of recoveries.
</TABLE>
F-2
<PAGE> 1
Exhibit 3(b)
THE J.M. SMUCKER COMPANY
ORRVILLE, OHIO 44667
REGULATIONS
AS AMENDED AUGUST 18, 1987
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders of the
Company for the election of directors, the consideration of reports laid before
the meeting, and the transaction of such other business as may be specified in
the notice of the meeting or as may properly be brought before the meeting
shall be held at the principal office of the Company in Orrville, Ohio, or at
such other place either within or without the State of Ohio as may be
designated by the Board of Directors or by the President and specified in the
notice of such meeting, at ten o'clock a.m., or at such other time as may be
designated by the Board of Directors or by the President and specified in the
notice of the meeting, on the third Friday of August or such other business day
during the week in August in which such third Friday occurs as shall be fixed
by the Board of Directors no later than the preceding July 1.
Section 2. Special Meetings. Special meetings of the shareholders of
the Company may be held on any business day, when called by the Chairman of the
Board, or the President, or by a majority of the members of the Board of
Directors acting with or without a meeting, or by the persons who hold
twenty-five per cent of all the shares outstanding and entitled to vote
thereat. Such meetings shall be called to convene between nine o'clock a.m.
and four o'clock p.m. and shall be held at the principal office of the Company,
unless the same is called by the Board of Directors, in which case such
meetings may be held at any place in the State of Ohio designated by the Board
and specified in the notice of such meeting.
Section 3. Notice of Meetings. Not less than ten days before the date
fixed for a meeting of shareholders, written notice of the time, place, and
purposes of such meeting shall be given by the Secretary, or by the Assistant
Secretary, or by any other person or persons required or permitted by law to
give such notice. The notice shall be served upon or mailed to each
shareholder entitled to vote at or to notice of the meeting who is of record as
of the day next preceding the day on which notice is given or, if a record date
therefor is duly fixed, of record as of said date; if mailed, the notice shall
be directed to the shareholders at their respective addresses as they appear
upon the records of the Company. Notice of the time, place, and purpose of any
meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder entitled to notice, which writing
shall be filed with or entered upon the records of the meeting. The attendance
of any shareholder at any such meeting without protesting the lack of proper
notice shall be deemed to be a waiver of notice of such meeting.
Section 4. Quorum. Except as may be otherwise provided by law or by
the Articles of Incorporation, at any meeting of the shareholders, the holders
of shares entitled to exercise a majority of the voting power of the Company
and present in person or by proxy shall constitute a quorum for such meeting;
except that no action required by law or by the Articles of Incorporation or
this Code of Regulations to be taken by a specified proportion of the voting
power of the Company or of any class of shares may be taken by a lesser
proportion; and except that the holders of shares entitled to exercise a
majority of the voting power of the Company represented thereat, whether or not
a quorum is present, may adjourn such meeting from time to time; if any meeting
is adjourned to another time or place, no notice as to such adjourned meeting
need be given other than by an announcement at the meeting at which such
adjournment is taken.
<PAGE> 2
Section 5. Proxies. The instrument appointing a proxy shall be in
writing and subscribed by the person making the appointment. The person so
appointed need not be a shareholder. Unless the writing appointing the proxy
otherwise provides, the presence of a shareholder at a meeting shall not
operate to revoke the writing appointing the proxy unless and until notice of
such revocation is given to the Company in writing or in open meeting.
Section 6. Approval and Ratification of Acts of Officers and Directors.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act, or transaction, prospective or past, of the Company, or of the
directors, or of the officers may be approved or ratified by the affirmative
vote at a meeting of the shareholders, or by the written consent, with or
without a meeting, of the holders of record of shares entitling them to
exercise a majority of the voting power of the Company, and such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every shareholder of the Company.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Classification; Election; Term of Office. The
Board of Directors shall be divided into three classes. Each class shall
consist of such number of directors, not fewer than three, (a) as the share-
holders, at any meeting of shareholders called for the purpose of electing
directors at which a quorum is present, by the affirmative vote of the holders
of a majority of the shares represented at the meeting and entitled to vote on
the proposal, may determine, or (b) as the directors, by the vote of a majority
of the directors then in office, may determine, except that, after the number
of directors in any class has been fixed by the shareholders, the directors may
not increase or decrease that number by more than two. Unless and until
otherwise so fixed or changed, two classes shall each consist of four directors
and one class shall consist of three directors. A separate election shall be
held for each class of directors at any meeting of shareholders at which a
member or members of more than one class of directors is being elected. At
each annual election the directors elected to the class whose term shall expire
in that year shall hold office for a term of three years and until their
respective successors are elected. In case of any increase in the number of
directors of any class, any additional directors elected to that class shall
hold office for a term that shall coincide with the full term or the remainder
of the term, as the case may be, of the class.
Section 2. Vacancies. In the event of the occurrence of any vacancy or
vacancies in the Board of Directors, however caused, the remaining directors,
though less than a majority of the whole authorized number of directors, may,
by the vote of a majority of their number, fill any such vacancy for the
balance of the unexpired term.
Section 3. Organization Meeting. Immediately after each annual meeting
of the shareholders, the newly elected Board of Directors shall hold an
organization meeting at the same place for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given.
Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and places within or without the State of
Ohio as may be provided for in by-laws or resolutions adopted by the Board of
Directors and upon such notice, if any, as shall be so provided.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be held at any time within or without the State of Ohio upon call
by the Chairman of the Board or the President or a Vice President or any two
directors. Notice of each such meeting shall be given to each director by
letter or telegram or in person not less than three days prior to such meeting,
provided, however, that attendance of any director at any such meeting without
protesting the lack of proper notice shall be deemed to be a waiver of notice
of such meeting and such notice may be waived in writing, either before or
after the holding of such meeting, by any director, which writing shall be
filed with or entered upon the records of the meeting. Unless otherwise
indicated in the notice thereof, any business may be transacted at any
organization, regular, or special meeting.
2
<PAGE> 3
Section 6. Quorum. A quorum of the Board of Directors shall consist of
a majority of other members of the Board of Directors then in office; provided
that any organization meeting, or other meeting duly held, whether a quorum is
present or otherwise, may, by vote of a majority of the directors present at
the meeting, adjourn from time to time and place to place without notice other
than by announcement at the meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in this Code of Regulations otherwise expressly
provided.
Section 7. Committees. The Board of Directors may at any time appoint
from its members an Executive, Finance, or any other committee or committees,
consisting of such number of members, not less than three, as the Board may
deem advisable, each of which members shall hold office during the pleasure of
the Board. Any such committee shall act only in the intervals between meetings
of the Board and shall have such powers as may, from time to time, be delegated
by the Board, except the power to fill vacancies in the Board or in any
committee of the Board. Subject to the aforesaid exceptions, any person
dealing with the Company shall be entitled to rely upon any act of, or
authorization of an act by, such committee, to the same extent as if such
action had been taken or authorized by the Board of Directors. Each committee
shall keep full and complete records of all meetings and actions, which shall
be open to inspection by the Board of Directors. Unless otherwise ordered by
the Board of Directors, any such committee may prescribe its own rules for
calling and holding meetings, and for its own method of procedure, and may act
by a majority of its members at a meeting or without a meeting by a writing
signed by all of its members.
Section 8. By-Laws. The Board of Directors may adopt By-Laws for its
own government, not inconsistent with the Articles of Incorporation or this
Code of Regulations.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of
Directors, at its organization meeting, may elect a Chairman of the Board and
shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer,
and, in its discretion, an Assistant Secretary or Secretaries, an Assistant
Treasurer or Treasurers, and such other officers as the Board may deem
necessary. The Chairman of the Board and the President shall be directors, but
no one of the other officers need be a director; provided, however, that a Vice
President who is not a director shall not succeed to the office of President.
Any two or more of such offices, except those of President and Vice President,
or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may
be held by the same person, but no officer shall execute, acknowledge, or
verify any instrument in more than one capacity, if such instrument is required
to be executed, acknowledged, or verified by two or more officers.
Section 2. Term of Office; Vacancies. The officers of the Company
shall hold office until the next organization meeting of the Board of Directors
and until their successors are elected, except in case of resignation, death,
or removal. The Board of Directors may remove any officer at any time with or
without cause by a majority vote of the whole Board. A vacancy in any office,
however created, may be filled by election by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and shall have such
powers and duties as may be prescribed by the Board of Directors.
Section 4. President. The President shall preside at all meetings of
the shareholders and, unless the Board of Directors elects a Chairman of the
Board, the President shall preside at all meetings of the Board of Directors.
Subject to directions of the Board of Directors, the President shall have
general executive supervision over the property, business, and affairs of the
Company. He may execute all authorized deeds, mortgages, bonds, contracts, and
other obligations in the name of the Company and shall have such other powers
and duties as may be prescribed by the Board of Directors.
3
<PAGE> 4
Section 5. Vice Presidents. The Vice Presidents in the order
designated shall perform all of the duties of the President in case of the
absence or disability of the latter or when circumstances prevent the latter
from acting, together with such other duties as the Board of Directors may
prescribe. The power of such Vice Presidents to execute all authorized deeds,
mortgages, bonds, contracts, and other obligations in the name of the Company
shall be coordinate with like powers of the President and any such instrument
so executed by any of such Vice Presidents shall be as valid and binding as
though executed by the President.
Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and the Board of Directors. He shall keep such books as
may be required by the Board of Directors, shall give notices of shareholders
and directors meetings required by law, or by these regulations, or otherwise,
and have such other powers and duties as the Board of Directors may prescribe.
Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Company, and shall do with the same as may be ordered
by the Board of Directors. He shall keep accurate financial accounts and hold
the same open for the inspection and examination of the directors. On the
expiration of his term of office, he shall turn over to his successor, or to
the Board of Directors, all property, books, papers, and money of the Company
in his hands.
Section 8. Other Officers. The Assistant Secretaries, Assistant
Treasurers, if any, and any other officers that the Board of Directors may
elect shall have such powers and duties as the Board of Directors may
prescribe.
Section 9. Delegation of Duties. The Board of Directors is authorized
to delegate the duties of any officer to any other officer and generally to
control the action of the officers and to require the performance of duties in
addition to those mentioned herein.
ARTICLE IV
COMPENSATION
Section 1. Directors and Members of Committees. Members of the Board
of Directors and members of any committee of the Board shall, as such, receive
such compensation, which may be either a fixed sum for attendance at each
meeting of the Board, or at each meeting of the committee, or stated
compensation payable at intervals, or shall otherwise be compensated as may be
determined by the Board of Directors or any committee of the Board, which
compensation may be in different amounts for various members of the Board or
any committee; provided, however, that no director shall receive compensation
as such, or as a member of any committee, who is receiving compensation on a
full-time basis from the Company either as an officer or an employee. No
member of the Board of Directors and no member of any committee of the Board
shall be disqualified from being counted in the determination of a quorum at
any meeting of either the Board or a committee of the Board by reason of the
fact that matters affecting his own compensation as a director, member of a
committee of the Board, officer, or employee are to be determined, or shall be
disqualified from acting other than on matters directly relating to such
member's own compensation.
Section 2. Officers and Employees. The compensation of officers and
employees of the Company, or the method of fixing such compensation, shall be
determined by or pursuant to authority conferred by the Board of Directors or
any committee of the Board of Directors. Such compensation may be by way of
fixed salary, or on the basis of earnings of the Company, or any combination
thereof, or otherwise, as may be determined from time to time by the Board of
Directors or any committee of the Board.
ARTICLE V
INDEMNIFICATION
Section 1. Indemnification. The Company shall indemnify, to the full
extent then permitted by law, any person who is or was a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that such person
4
<PAGE> 5
is or was a member of the Board of Directors or an officer or employee of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, or employee of another corporation, partnership, joint
venture, trust, or other enterprise. The Company shall pay to the full extent
then required or permitted by law expenses, including attorney's fees, incurred
by a member of the Board of Directors in defending any such action, suit, or
proceeding as they are incurred, in advance of the final disposition thereof,
and may pay in the same manner to the full extent then permitted by law such
expenses incurred by any other person. The indemnification and payment of
expenses provided hereby shall not be exclusive of, and shall be in addition
to, any other rights granted to those seeking indemnification under any law,
the Articles of Incorporation, or any agreement, vote of shareholders or
disinterested members of the Board of Directors, or otherwise, both as to
action in official capacities and as to action in another capacity while a
member of the Board of Directors or an officer or employee of the Company, and
shall continue as to a person who has ceased to be a director, trustee,
officer, or employee and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
Section 2. Insurance. The Company may, to the full extent then
permitted by law and authorized by the Board of Directors, purchase and
maintain insurance or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-insurance, on behalf of or for any
persons described in Section 1 against any liability asserted against and
incurred by any such person in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify
such person against such liability. Insurance may be purchased from or
maintained with a person in which the Company has a financial interest.
Section 3. Agreements. The Company, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Company may
indemnify under these Regulations or under law and undertake thereby to
indemnify such persons and to pay in advance of any final disposition the
expenses incurred by them in defending any action, suit, or proceeding against
them, whether or not the Company would be required or permitted under these
Regulations to indemnify any such person.
ARTICLE VI
RECORD DATES
The Board of Directors may fix a date, which shall not be a past date
and which shall be not more than forty-five days preceding the date of any
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or (subject to contract
rights with respect thereto) the date when any change or conversion or exchange
of shares shall be made or go into effect, or the date as of which written
consents, waivers, or releases are to be obtained from shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at any such meeting, or any adjournments thereof, or entitled to
receive payment of any such dividend, distribution, or allotment of rights, or
to exercise the rights in respect to any such change, conversion, or exchange
of shares, or to execute consents, waivers, or releases, and, in such case,
only shareholders of record on the date so fixed shall be entitled to notice of
and to vote at such meeting, or any adjournments thereof, or to receive payment
of such dividend, distribution, or allotment of rights, or to exercise such
rights, or to execute such consents, waivers, or releases, as the case may be,
notwithstanding any transfer of any shares on the books of the Company after
any record date fixed as aforesaid. The Board of Directors may close the books
of the Company against transfers of shares during the whole or any part of such
period, including the time of such meeting of the shareholders or any
adjournments thereof.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Certificates for shares
shall be in such form as the Board of Directors may from time to time
prescribe. Such certificates shall be signed by the Chairman of the Board of
Directors, or the President, or a Vice President, and by the Secretary, or an
Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the
Company, and shall certify the number and class of shares held by the
respective shareholders in such Company. When such certificate is
countersigned by an incorporated transfer agent or
5
<PAGE> 6
registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped, or printed. Although any officer of the Company
whose manual or facsimile signature is affixed to a share certificate shall
cease to be such officer before the certificate is delivered, such certificate
nevertheless shall be effective in all respects when delivered.
Section 2. Transfer of Shares. Shares of the Company shall be
transferable upon the books of the Company by the holders thereof, in person,
or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment
and power of transfer as the Company or its agents may reasonably require.
Notwithstanding the foregoing, unless the conditions set forth in
sections (B) through (E) of Article Seventh of the Amended Articles of
Incorporation of the Company have been satisfied, no transfer of shares of the
Company to which such conditions were applicable shall be effective as to the
Company, the transferor, or the transferee. Any Person (as such term is
defined in paragraph (2) of Section (A) of such Article Seventh) who acquires
or attempts to acquire shares of the Company in violation of such Article
Seventh shall have no right to vote any of such shares of the Company on any
matter to be submitted to the vote of the shareholders; in addition, those
shares of the Company acquired in violation of such Article Seventh shall, at
the option of the Directors of the Company, be subject to redemption, in whole
or in part, by the Company at a purchase price per share equal to the lesser of
(a) the price paid by the Person in acquiring the shares of the Company in
violation of such Article Seventh and (b) the arithmetic average of the daily
closing sale prices for shares of the same class or series traded on a national
securities exchange or in the over-the-counter market for the ten trading days
preceding (1) the date on which the Person, in violation of such Article
Seventh, acquired the first of the shares of the Company or (2), if applicable,
the date on which the Person publicly announced his intention to acquire
beneficial ownership of Common Shares in a control share acquisition (as
defined in such Article Seventh), whichever computation produces the lower
average.
6
<PAGE> 1
Exhibit 4(c)
FIRST AMENDMENT AGREEMENT
-------------------------
First Amendment Agreement ("Amendment Agreement") made as of the 25th
day of April, 1995, by and among THE J. M. SMUCKER COMPANY ("Borrower"),
SOCIETY NATIONAL BANK, NATIONAL CITY BANK, and THE FIRST NATIONAL BANK OF
CHICAGO (the "Banks") and SOCIETY NATIONAL BANK, as Agent for the Banks
("Agent"):
WHEREAS, Borrower, Agent and Banks are parties to a certain revolving
credit agreement dated as of April 27, 1994, which provides, among other things,
for Syndicated Loans in an aggregate principal amount not to exceed One Hundred
Twenty-Five Million Dollars ($125,000,000) at any one time outstanding, all
upon certain terms and conditions (the "Credit Agreement");
WHEREAS, Borrower, Agent and Banks desire to amend the Credit Agreement
as set forth herein;
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and
Banks agree as follows:
1. The Credit Agreement is hereby amended by deleting the words
"shall mean" in line one of the definition of "Consolidated" in Section 1.01.
2. The Credit Agreement is hereby amended by deleting the definition
"Termination Date" from Section 1.01 and substituting the following in place
thereof:
"'TERMINATION DATE' means April 30, 1998, as such date may be
extended pursuant to Section 2.15 hereof, provided that if such day is
not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business
Day."
3. The Credit Agreement is hereby amended by deleting the words
"generally accepting accounting principles" in Section 1.02, and substituting
in place thereof, the words "generally accepted accounting principles".
4. The Credit Agreement is hereby amended by deleting Section 5.05,
and substituting the following in place thereof:
"SECTION 5.05. ERISA COMPLIANCE. Neither the Borrower nor any
Subsidiary will incur any material accumulated funding deficiency
within the meaning of the ERISA, and the regulations thereunder, or any
material liability to the PBGC, established thereunder in connection
with any Plan. Borrower will furnish to the Banks
-1-
<PAGE> 2
(i) simultaneously with a filing with the PBGC of a notice regarding
any Reportable Event and in any event within thirty (30) days after
Borrower knows or has reason to know that any Reportable Event with
respect to any Plan has occurred, a statement of the treasurer of
Borrower setting forth details as to such Reportable Event and the
action which Borrower or the applicable Subsidiary proposes to take
with respect thereto, together with a copy of the notice of such
Reportable Event given to the PBGC if a copy of such notice is
available to Borrower, (ii) promptly upon requests from the Banks after
the due date (including extensions) for filing with the Internal
Revenue Service, copies of each annual report with respect to each Plan
established or maintained by Borrower and each of its Subsidiaries for
each plan year, including (x) where required by law, a statement of
assets and liabilities of such Plan as of the end of such plan year and
statements of changes in fund balance and in financial position, or a
statement of changes in net assets available for plan benefits, for
such plan year, certified by an independent public accountant
satisfactory to the Banks if required by the Internal Revenue Service,
and (y) an actuarial statement of such Plan applicable to such plan
year, certified by an enrolled actuary of recognized standing
acceptable to the Banks, and (iii) promptly after receipt thereof a
copy of any notice of material change Borrower, any Subsidiary or any
member of the Controlled Group may receive from the PBGC or the
Internal Revenue Service with respect to any Plan administered by
Borrower; provided, that this latter clause shall not apply to notices
of general application promulgated by the PBGC or the Internal Revenue
Service. Borrower will promptly notify the Banks of any taxes assessed,
proposed to be assessed or which Borrower has reason to believe may be
assessed against Borrower or any Subsidiary by the Internal Revenue
Service with respect to any Plan. As used in this subsection
"material" means the measure of a matter of significance which shall be
determined as being an amount equal to five percent (5%) of Borrower's
Consolidated Tangible Net Worth; and "notices of general application"
means notices that apply generally and not specifically to this Credit
Agreement."
5 . Borrower hereby represents and warrants to Banks that (a)
Borrower has the legal power and authority to execute and deliver this
Amendment Agreement; (b) the officials executing this Amendment Agreement have
been duly authorized to execute and deliver the same and bind Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions
hereof do not violate or conflict with the organizational agreements of
Borrower or any law applicable to Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or
document binding upon or enforceable against Borrower; and (d) this Amendment
Agreement constitutes a valid and binding obligation of Borrower in every
respect, enforceable in accordance with its terms.
6. No Event of Default exists under the Credit Agreement, nor will
any occur immediately after the execution and delivery of this Amendment
Agreement by the performance or observance of any provision hereof.
-2-
<PAGE> 3
7. Each reference to the Credit Agreement that is made in the Credit
Agreement or any other writing shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.
8. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio.
THE J.M. SMUCKER COMPANY SOCIETY NATIONAL BANK, individually
and as Agent
By: /s/ R.K. Smucker By: /s/ Lawrence A. Mack
-------------------------- -----------------------------
Title: President Title: Vice President
------------------------ ---------------------------
NANONAL CITY BANK THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Stanley J. Gregorin By: /s/ Marguerite Canestraro
-------------------------------- -----------------------------
Title: Vice-President Title: Authorized Agent
------------------------ ---------------------------
-3-
<PAGE> 1
Exhibit 13
BUSINESS OF THE COMPANY
The J. M. Smucker Company is an Ohio corporation founded in 1897 and
incorporated in 1921. The Company, generally referred to as Smucker's (a
registered trademark), has approximately 2,600 full-time employees worldwide
and is headquartered in Orrville, Ohio. The Company operates in one industry
- -- the manufacture, distribution, and sale of food products. It markets these
products under a variety of brand names including Smucker's, Mrs. Smith's, Mary
Ellen, Dickinson's, Laura Scudder's, The R. W. Knudsen Family, After The Fall,
Lost Acres, IXL, Double Fruit, and Shirriff. The Company is the U.S. market
leader in the fruit spread, frozen pie, ice cream topping, and natural peanut
butter categories.
In the United States, 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. Formulated 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 distribution outside the United States is principally in Canada,
Australia, the United Kingdom, and Latin America, although products are also
exported to other countries. International sales represent approximately 11%
of total Company sales.
Historically, the demand for the Company's products has not been
seasonal. However, due to the demand for frozen pies during the Fall and the
Thanksgiving and Christmas holiday seasons, the Company's second and third
quarter financial results are significantly impacted by Mrs. Smith's results
during those periods.
<PAGE> 2
Five Year Summary of Selected Financial Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Year Ended April 30, 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------
(Dollars in Thousands, except per share data)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statement of Income:
Net sales $ 628,279 $485,736 $462,160 $454,379 $425,176
Income before cumulative effect
of change in accounting method 36,303 30,498 37,399 34,118 31,744
Net income 36,303 30,498 32,945 34,118 31,744
- -----------------------------------------------------------------------------------------------------------
Financial Position:
Long-term debt 67,100 48,558 887 3,827 4,267
Total assets 421,017 378,641 294,811 277,768 252,429
- -----------------------------------------------------------------------------------------------------------
Other Data:
Per Common Share:
Income before cumulative effect
of change in accounting method 1.25 1.05 1.27 1.16 1.07
Net income 1.25 1.05 1.12 1.16 1.07
Dividends declared per Common Share:
Class A .505 0.47 0.43 0.39 0.35
Class B .505 0.47 0.43 0.39 0.35
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Fiscal year 1995 results include the impact of acquisitions as discussed in
Note C. Certain prior year amounts have been reclassified to conform to
current year classifications.
<PAGE> 3
Summary of Quarterly Results of Operations
The following is a summary of unaudited quarterly results of operations for the
years ended April 30, 1995 and 1994.
<TABLE>
<CAPTION>
Net Income
per
Quarter Net Gross Net Common
Ended Sales Profit Income Share
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 July 31 $144,347 $49,927 $ 9,215 $ 0.32
October 31 184,339 63,568 12,326 0.42
January 31 157,348 56,748 8,689 0.30
April 30 142,245 47,023 6,073 0.21
- -------------------------------------------------------------------------------------
1994 July 31 $112,166 $41,532 $ 8,907 $ 0.31
October 31 130,974 47,030 10,422 0.35
January 31 115,616 40,908 7,387 0.26
April 30 126,980 44,968 3,782(1) 0.13 (1)
- -------------------------------------------------------------------------------------
<FN>
(1) Includes charge of $2.3 million ($.08 per share) relating to the write-off
of goodwill associated with a foreign subsidiary.
</TABLE>
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 26, 1995 was 7,457 and 4,991, respectively.
<TABLE>
<CAPTION>
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>
1995 July 31 $25.50 $22.125 $ 0.125 July 31 $22.50 $20.875 $0.125
October 31 24.50 22.875 0.125 October 31 21.75 20.875 0.125
January 31 25.00 22.00 0.125 January 31 22.75 21.12 0.125
April 30 23.75 20.75 0.130 April 30 22.375 18.875 0.130
- ------------------------------------------------------------------------------------------------------
1994 July 31 $27.00 $21.50 $0.115 July 31 $24.625 $20.00 $ 0.115
October 31 25.25 20.50 0.115 October 31 23.125 19.375 0.115
January 31 25.50 20.75 0.115 January 31 23.00 20.125 0.115
April 30 25.50 21.75 0.125 April 30 22.75 21.25 0.125
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
Management's Discussion and Analysis
Results of Operations
Comparison of 1995 with 1994
Sales in fiscal 1995 reached a record level of $628,279,000, representing a
29% increase over fiscal 1994. The Company's recent acquisitions accounted
for over 90% of the increase, with Mrs. Smith's alone being responsible for
nearly 80% of the total. All of the Company's business areas realized sales
increases over last year, with the Foodservice and Industrial areas achieving
the largest percentage improvement. In the International area, sales were up
over 17% with approximately one-half of the increase resulting from the
inclusion of a full year of the jam and jelly business in Canada that was
acquired from Culinar, Inc. in July 1993. Other factors affecting the
International area results included the addition of Mrs. Smith's pies sales in
Canada; growth in Latin American markets; and the favorable impact of exchange
rates between the Australian and U.S. dollars. The financial results at
Elsenham Quality Foods fell short of management's expectations again in fiscal
1995 despite ongoing efforts to generate new business opportunities.
Management will give serious consideration during fiscal 1996 to the future
viability of this business.
Earnings in fiscal 1995 increased nearly 20% as earnings per share rose from
$1.05 to $1.25. Approximately one-half of the growth in earnings came from the
Company's existing businesses and the remainder was contributed by the Mrs.
Smith's business. Due to the seasonal nature of the Mrs. Smith's business, its
contribution to earnings was heavily concentrated in the second and third
quarters of the year. Although the Company's acquisitions contributed
significantly to the sales increase, margins on those businesses are currently
below the corporate average. As a result, the Company's gross profit margin
declined from 35.9% to 34.6%. Higher costs on certain key fruits and
packaging materials also contributed to an increase in the cost of products
sold. Selling, distribution, and administrative costs increased at a lesser
rate than sales. This was largely the result of being able to absorb the
acquisitions during the year while keeping the increase in corporate
administrative costs below the percentage increase in sales. Marketing and
selling expenses increased at a level consistent with the percentage increase
in sales.
<PAGE> 5
Beginning with its acquisition of Mrs. Smith's in March 1994 and continuing
throughout fiscal 1995, the Company borrowed against its revolving credit line
to finance both acquisitions and seasonal procurement of fruit inventories.
The resulting increase in the long-term debt balance and, to a lesser extent,
the increase in interest rates during the year caused an increase in interest
expense over last year. The Company partially offset the impact of the higher
interest expense with income earned from other sources, primarily the
inclusion of non-operating revenue from the Mrs. Smith's business and improved
profitability on sales of excess frozen fruit inventories.
The Company's effective tax rate decreased from 42.2% in fiscal 1994 to 40.9%
in 1995. The higher rate in 1994 was primarily due to the write-off of
goodwill which was not deductible for tax purposes. State and local taxes also
decreased in fiscal 1995 as a percent of income before tax.
The Company continued, during fiscal 1995, to maintain the largest share of the
fruit spread market despite increased competitive activity by both branded and
private label marketers. The Company's share of the market remained at more
than twice the nearest branded competitor, but it was slightly lower than the
share at the end of fiscal 1994. In response, the Company is executing
several new marketing initiatives during fiscal 1996 in an effort to resume its
share of market growth.
<PAGE> 6
Comparison of 1994 with 1993
The Company posted record sales in 1994 of $485,736,000, an increase of 5% over
the 1993 level of $462,160,000. 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 in fiscal 1994 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 fruit
spreads and peanut butter were somewhat offset by modest price increases on
assorted items and increased tonnage of Simply Fruit and Low Sugar fruit
spreads, 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's Coolers in the second half of 1994 helped build
momentum and permitted the beverage business to realize a modest increase over
fiscal 1993.
Sales within the International area were up nearly 50% over 1993 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 fruit spread business in Mexico and other Latin
American 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> 7
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. 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 fruit spreads. 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 fiscal 1993.
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 at Mrs. Smith's 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.
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. Additional marketing expenses were incurred in support of both
Smucker's and Mrs. Smith's products. The write-off of the Elsenham goodwill
also contributed to the overall increase in costs.
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 fiscal 1993. 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. 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> 8
Capital Resources and Liquidity
The Company's financial position remains strong as cash provided from
operations was a positive $39,076,000. Utilizing a combination of funds
generated from operations and borrowings against the Company's revolving
credit line, the Company financed its acquisitions, capital expenditures, and
dividend payments. The Company's capital expenditures in fiscal 1995 were
$18,963,000. Dividends declared on all Common Shares rose 8% to $14,679,000,
or $.505 per share for the year.
The Company's long-term debt balance at the end of the year increased
$18,542,000 over last year. Most of the increase was due to the acquisition of
the After The Fall beverage business and the Laura Scudder's brand of natural
peanut butter. Long-term borrowings were $67,100,000 at April 30, 1995.
During fiscal 1995, the Company experienced an unusual number of business
interruptions, most notably a widespread power outage in Orrville, Ohio, and
damage to its Watsonville, California, facility resulting from severe flooding
in March. Although the incidents were serious, the Company did not experience
any lengthy interruption to its overall manufacturing operations nor were its
fiscal 1995 operating results significantly impacted. A substantial majority
of the losses incurred were insured.
The procurement of fruit inventories during the summer months and the seasonal
nature of the Mrs. Smith's business will require a substantial increase in debt
balances during the first two quarters of fiscal 1996. However, the Company
expects that cash flows generated from operations during the second half of the
year will be adequate to reduce the seasonal increases in the debt balance and
expects the balances at the end of fiscal 1996 to be comparable to fiscal 1995
year end levels, assuming that there are no additional acquisitions or other
extraordinary cash requirements and that results from operations are at least
comparable to the fiscal 1995 results. Capital expenditures are planned at
approximately $20,500,000 for 1996 as the Company expands its production
capabilities in Ste-Marie, Quebec, and focuses on the continued modernization
of its other facilities. The Company expects the combination of cash provided
from operations and borrowings against its revolving credit agreement to be
sufficient to meet future cash requirements in fiscal 1996.
<PAGE> 9
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, 1995 and 1994, and the related statements of
consolidated income, shareholders' equity and cash flows for each of the three
years in the period ended April 30, 1995. 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 following consolidated financial statements present fairly,
in all material respects, the consolidated financial position of The J. M.
Smucker Company at April 30, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
April 30, 1995, in conformity with generally accepted accounting principles.
As discussed in Notes E and I to the consolidated financial statements, in 1993
the Company changed its methods of accounting for postretirement benefits other
than pensions and income taxes.
Ernst & Young LLP
Akron, Ohio
June 8, 1995
<PAGE> 10
Statements of Consolidated Income
The J. M. Smucker Company
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Year Ended April 30, 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
Net Sales $628,279 $485,736 $462,160
Cost of products sold 411,013 311,298 295,000
- -------------------------------------------------------------------------------------------------------------------
Gross Profit 217,266 174,438 167,160
Selling, distribution, and administrative expenses 154,767 124,039 106,077
- -------------------------------------------------------------------------------------------------------------------
Operating Income 62,499 50,399 61,083
Interest income 770 965 1,196
Other income (expense) - net 2,626 1,869 (431)
- -------------------------------------------------------------------------------------------------------------------
65,895 53,233 61,848
Interest expense 4,515 510 378
- -------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes and Cumulative
Effect of Change in Accounting Method 61,380 52,723 61,470
Income Taxes 25,077 22,225 24,071
- -------------------------------------------------------------------------------------------------------------------
Income Before Cumulative Effect of Change in
Accounting Method 36,303 30,498 37,399
- -------------------------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting method
for postretirement benefits other than pensions -
net of tax benefit of $2,704 --- --- (4,454)
- -------------------------------------------------------------------------------------------------------------------
Net Income $ 36,303 $ 30,498 $ 32,945
- -------------------------------------------------------------------------------------------------------------------
Income per Common Share Before Cumulative
Effect of Change in Accounting Method $ 1.25 $ 1.05 $ 1.27
- -------------------------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting method --- --- (.15)
- -------------------------------------------------------------------------------------------------------------------
Net Income per Common Share $ 1.25 $ 1.05 $ 1.12
===================================================================================================================
</TABLE>
See notes to consolidated financial statements
<PAGE> 11
Consolidated Balance Sheets
The J. M. Smucker Company
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
- ----------------------------------------------------------------------------------------------------------
Assets April 30,
- ----------------------------------------------------------------------------------------------------------
1995 1994
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 11,244 $ 14,059
Trade receivables, less allowance for doubtful
accounts of $ 475 ($419 in 1994) 53,600 47,828
Inventories:
Finished products 49,825 42,463
Raw materials, containers, and supplies 60,849 60,773
- ----------------------------------------------------------------------------------------------------------
110,674 103,236
Other current assets 16,318 6,562
- ----------------------------------------------------------------------------------------------------------
Total Current Assets 191,836 171,685
- ----------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment
Land and land improvements 14,260 13,533
Buildings and fixtures 72,079 68,362
Machinery and equipment 144,141 130,403
Construction in progress 5,605 6,486
- ----------------------------------------------------------------------------------------------------------
236,085 218,784
Accumulated depreciation (95,960) (81,278)
- ----------------------------------------------------------------------------------------------------------
Total Property, Plant, and Equipment 140,125 137,506
- ----------------------------------------------------------------------------------------------------------
Other Noncurrent Assets
Goodwill 40,621 21,833
Trademarks and patents 40,019 38,328
Other assets 8,416 9,289
- ----------------------------------------------------------------------------------------------------------
Total Other Noncurrent Assets 89,056 69,450
- ----------------------------------------------------------------------------------------------------------
$421,017 $378,641
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity April 30,
- ------------------------------------------------------------------------------------------------------------------
1995 1994
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 40,527 $ 37,322
Notes payable -0- 4,327
Salaries, wages, and additional compensation 10,235 9,604
Accrued marketing and merchandising 14,260 16,209
Income taxes 3,858 2,124
Dividends payable 3,816 3,639
Other current liabilities 7,147 9,970
- ------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 79,843 83,195
- ------------------------------------------------------------------------------------------------------------------
Noncurrent Liabilities
Long-term debt 67,100 48,558
Postretirement benefits other than pensions 9,803 8,874
Deferred income taxes 5,023 2,469
Other noncurrent liabilities 1,256 1,143
- ------------------------------------------------------------------------------------------------------------------
Total Noncurrent Liabilities 83,182 61,044
- ------------------------------------------------------------------------------------------------------------------
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--14,384,839 in 1995 and 14,360,339 in 1994
(net of 1,827,449 and 1,851,949 treasury shares,
respectively), at stated value 3,596 3,590
Class B - (Non-voting) Authorized--35,000,000 shares;
outstanding--14,778,839 in 1995, and 14,749,839 in 1994
(net of 1,433,449 and 1,462,449 treasury shares,
respectively), at stated value 3,695 3,687
Additional capital 10,963 9,261
Retained income 254,854 233,420
Less:
Deferred compensation (1,292) (576)
Amount due from ESOP Trust (10,441) (10,670)
Currency translation adjustment (3,383) (4,310)
- ------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 257,992 234,402
- ------------------------------------------------------------------------------------------------------------------
$421,017 $378,641
- ------------------------------------------------------------------------------------------------------------------
<FN>
See notes to consolidated financial statements
</TABLE>
<PAGE> 13
Statements of Consolidated Cash Flows
The J. M. Smucker Company
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------------
Year Ended April 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income $36,303 $ 30,498 $ 32,945
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting method --- --- 4,454
Depreciation 16,185 12,739 11,137
Amortization 3,972 2,639 1,915
Write-off of goodwill --- 2,326 ---
Deferred income taxes (272) (1,302) 145
Changes in assets and liabilities:
Trade receivables (4,002) (6,097) 798
Inventories (3,535) 500 6,059
Other current assets (7,129) 188
Accounts payable and accrued items (3,152) 12,780 (216)
Other - net 706 901 63
- ----------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 39,076 55,172 56,982
- ----------------------------------------------------------------------------------------------------------------------
Investing Activities
Businesses acquired - net of cash (28,780) (100,195) (2,098)
Additions to property, plant, and equipment (18,963) (18,707) (21,004)
Proceeds from the sale of property, plant, and
equipment 580 691 840
Other - net 724 (572) (3,353)
- ----------------------------------------------------------------------------------------------------------------------
Net Cash Used for Investing Activities (46,439) (118,783) (25,615)
- ----------------------------------------------------------------------------------------------------------------------
Financing Activities
Proceeds from long-term debt 18,542 48,048 ---
Reduction in long-term debt --- (377) (440)
Purchase of Common Shares (195) (2,210) (2,111)
Net amount received from ESOP 229 183 250
Dividends paid (14,503) (13,360) (12,364)
Other 348 (4,799) (2,500)
- ----------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used for) Financing Activities 4,421 27,485 (17,165)
- ----------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 127 (260) (25)
Net (decrease) increase in cash and cash equivalents (2,815) (36,386) 14,177
Cash and cash equivalents at beginning of year 14,059 50,445 36,268
- ----------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $11,244 $ 14,059 $ 50,445
- ----------------------------------------------------------------------------------------------------------------------
<FN>
( ) Denotes use of cash
See notes to consolidated financial statements
</TABLE>
<PAGE> 14
Statements of Consolidated Shareholders' Equity
The J. M. Smucker Company
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Shares Deferred Amount due Currency Share-
------------------ 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, 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 (12,620) (12,620)
share
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 (13,642) (13,642)
share
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) $234,402
Net income 36,303 (195) 36,303
Purchase of treasury shares (2) (3) (190) (195)
Stock plans 8 8 1,337 (716) 637
Dividends declared-$.505 a (14,679) (14,679)
share
Other 368 229 927 1,524
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at April 30,1995 $3,596 $3,695 $10,963 $254,854 $(1,292) $(10,441) $(3,383) $257,992
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE> 15
Notes to Consolidated Financial Statements
The J. M. Smucker Company
Fiscal Years Ended April 30, 1995, April 30, 1994, and April 30, 1993
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
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 $12,765,000 and
$11,169,000 higher than reported at April 30, 1995 and 1994, 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. The Company continually evaluates whether events or circumstances
have occurred which would indicate the carrying value may not be recoverable or
the useful life warrants revision. When factors indicate that goodwill and
other intangible assets should be evaluated for possible impairment, the
Company analyzes the future recoverability of the asset using an estimate of
the related undiscounted future cash flows of the business, and recognizes any
adjustment to its carrying value on a current basis. Accumulated amortization
of goodwill and intangible assets at April 30, 1995 and 1994, was $13,902,000
and $10,228,000, 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.
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.
Advertising Expense: Advertising costs are expensed as incurred.
Advertising expense was $12,953,000, $12,066,000 and $11,080,000 in 1995, 1994,
and 1993, respectively.
<PAGE> 17
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, 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales:
United States $562,187 $429,272 $424,311
Foreign 66,092 56,464 37,849
- ------------------------------------------------------------------------------
Total net sales $628,279 $485,736 $462,160
- ------------------------------------------------------------------------------
Operating income (loss):
United States $ 91,900 $ 80,630 $ 87,176
Foreign 2,123 (1,216) (1) 752
- ------------------------------------------------------------------------------
94,023 79,414 87,928
Corporate expenses (31,524) (29,015) (26,845)
- ------------------------------------------------------------------------------
Total operating income $ 62,499 $ 50,399 $ 61,083
- ------------------------------------------------------------------------------
Identifiable assets:
United States $359,756 $326,042 $259,302
Foreign 61,261 52,599 35,509
- ------------------------------------------------------------------------------
Total assets $421,017 $378,641 $294,811
- ------------------------------------------------------------------------------
<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 was no material amount of
transfers between geographic areas.
<PAGE> 18
Note C: Acquisitions
In December 1994, the Company acquired the Laura Scudder's natural peanut
butter business from BAMA Foods, Inc., a wholly-owned subsidiary of Welch
Foods, Inc., for cash. In July 1994, the Company completed its cash
acquisition of substantially all of the assets of After The Fall Products,
Inc., located in Brattleboro, Vermont. The acquired business consisted
primarily of the sale of natural juices and juice beverages under the After The
Fall brand. Subsequent to the acquisition, the Company transferred production
of After The Fall products to its beverage production facility in Havre de
Grace, Maryland.
In conjunction with these acquisitions, the Company purchased $5,250,000 and
$17,746,500 of intangible assets, respectively, consisting primarily of
goodwill. The Company plans to amortize the intangible assets over 40 years
using the straight-line method.
In March 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. This business,
located in Pottstown, Pennsylvania, manufactures and markets branded frozen
pies 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
those assets 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.
All of the Company's 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.
<PAGE> 19
Individually, the acquisition of the After the Fall, Laura Scudder's and
Culinar businesses 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,
- ------------------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts) 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $601,000 $609,000
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.
<PAGE> 20
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>
------------------------------------------------------------------------------------------------
Year Ended April 30,
------------------------------------------------------------------------------------------------
(Dollars in thousands) 1995 1994 1993
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned during the period $ 1,640 $1,256 $1,168
Interest cost on projected benefit obligation 3,404 3,086 2,564
Actual return on plan assets (2,640) (2,876) (2,204)
Deferred loss (927) (722) (1,253)
Net amortization and deferral 386 244 (107)
------------------------------------------------------------------------------------------------
Net periodic pension cost $ 1,863 $ 988 $ 168
------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
The following sets forth in the aggregate the funded status and amounts
recognized in the Company's consolidated balance sheets for all
Company-administered domestic pension plans:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
April 30,
- -------------------------------------------------------------------------------------------------------
(Dollars in thousands) 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested benefits $ 35,718 $34,444
Non-vested benefits 2,324 2,312
- -------------------------------------------------------------------------------------------------------
Accumulated benefit obligation 38,042 $36,756
- -------------------------------------------------------------------------------------------------------
Projected benefit obligation for service
rendered to date 44,525 44,012
Plan assets at fair value 41,839 42,520
- -------------------------------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets (2,686) (1,492)
Unrecognized prior service cost 5,131 5,166
Unrecognized net gain from past experience (582) (338)
Unamortized net asset at transition (1,595) (1,686)
- -------------------------------------------------------------------------------------------------------
Net prepaid pension cost $ 268 $ 1,650
- -------------------------------------------------------------------------------------------------------
</TABLE>
The expected long-term rate of return on plan assets was 9% for 1995,
1994, and 1993. 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, 1995 and 1994. The discount rate was 8% and 7.5% in
1995 and 1994, respectively, while the rate of increase in future compensation
levels used in determining the actuarial present value of the projected benefit
obligations was 5.5% and 5.75%. 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 $6,215,000 and
$6,230,000 in 1995 and 1994, respectively.
The Company also charged to operations approximately $2,169,000,
$675,000, and $606,000 in 1995, 1994, and 1993, 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> 22
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, and 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> 23
Net periodic postretirement benefit expense related to these plans for 1995,
1994, and 1993 included the following components:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Year Ended April 30,
----------------------------------------------------------------------------------------
(Dollars in thousands) 1995 1994 1993
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 472 $ 421 $ 362
Interest cost 662 737 591
Net amortization and deferral --- 13 ---
----------------------------------------------------------------------------------------
Net period postretirement benefit cost $1,134 $1,171 $ 953
----------------------------------------------------------------------------------------
</TABLE>
The following table sets forth the combined status of the plans as recognized
in the Consolidated Balance Sheets at April 30, 1995 and 1994:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
April 30,
----------------------------------------------------------------------------------------
(Dollars in thousands) 1995 1994
----------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation:
Retirees $2,833 $3,407
Fully eligible active participants 1,319 1,351
Other active participants 4,549 5,045
Unrecognized actuarial gain (loss) 1,102 (929)
----------------------------------------------------------------------------------------
Postretirement benefits other than pensions $9,803 $8,874
----------------------------------------------------------------------------------------
</TABLE>
The discount rate assumption used to determine the actuarial present value of
the accumulated postretirement benefit obligation was 8% in 1995 and 7.5% in
1994. For 1996, the assumed health care cost trend rates were 10.5% for
participants under age 65 and 8.5% for participants age 65 or older. Both
rates were assumed to decrease gradually to 5.5% in the year 2003. 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, 1995, by $1,428,000 and the
net periodic postretirement benefit cost for the year by $263,000.
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 net
periodic postretirement benefit costs, totaled $1,431,000, $1,436,000, and
$1,356,000 in 1995, 1994, and 1993, respectively.
<PAGE> 24
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. ESOP loans bear interest at 1/2% over
prime and are payable as shares are allocated to participants. Contributions
to the plan are made annually in amounts sufficient to fund ESOP debt
repayment. Dividends on unallocated shares are used to reduce expense and were
$406,000, $389,000, and $336,000 in 1995, 1994, and 1993, respectively. The
principal payments received from the ESOP in 1995, 1994, and 1993 were
$229,000, $183,000, and $250,000, respectively.
Effective May 1, 1994, the Company adopted Statement of Position
93-6 (SOP 93-6), Employers' Accounting for Employee Stock Ownership Plans.
This statement requires that compensation expense be measured based upon the
fair value of shares committed to be released to plan participants. Under the
"grandfather" provision of SOP 93-6, the Company did not apply the statement to
shares purchased prior to the transition date of December 31, 1992. Since all
shares currently held by the ESOP were acquired prior to 1993, the Company will
continue to recognize future compensation expense using the cost basis. At
April 30, 1995, the ESOP held 805,048 unallocated shares consisting of 324,124
Class A and 480,924 Class B Common Shares. All shares held by the ESOP were
considered outstanding in earnings per share calculations for all periods
presented.
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 1995, 1994, and 1993 were $1,017,000, $787,000,
and $736,000, respectively.
<PAGE> 25
Restricted Stock: The Restricted Stock Bonus Plan provides for issuance
of Common Shares to key employees. There are 74,600 Class A and 117,600 Class
B Common Shares available for issuance under the plan at April 30, 1995.
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. In fiscal
1995, an award of 31,000 shares of Class A and Class B Common Shares was made
while 43,000 Class A Common Shares were awarded in 1993. There were no awards
made during fiscal 1994.
<PAGE> 26
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>
- ---------------------------------------------------------------------------------------------
Option Price
Common Shares Per Share
- ---------------------------------------------------------------------------------------------
Class A Class B
<S> <C> <C> <C>
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
Granted 87,500 87,500 $21.50-$23.69
Exercised --- ---
Forfeited --- ---
- ---------------------------------------------------------------------------------------------
Outstanding at April 30, 1995 945,600 481,300
Exercisable at April 30, 1995 698,268 393,800
Available for Future Grants
at April 30,
1993 1,097,265 1,388,965
1994 925,831 1,390,131
1995 838,331 1,302,631
- ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
Note G: Long-Term Debt
The Company has a three-year, $125,000,000, unsecured revolving credit facility
with certain banks. Under the agreement, the Company is subject to certain
covenants and restrictions relating to current and interest coverage ratios,
along with periodic payments for commitment fees of .12% per annum on the
unused balance. Interest rates are variable, primarily based on money market,
LIBOR, or prime. The revolving credit facility expires in 1998 and is
extendible at the option of the Company with the approval of the banks.
Borrowings under the revolving credit facility were $67,100,000 and $48,048,000
at April 30, 1995 and 1994, respectively. Interest paid on all borrowings
approximated total interest expense in each of the three years ended April 30,
1995, 1994, and 1993.
Note H: 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 1995, 1994, and 1993
totaled $12,897,000, $9,110,000, and $8,552,000, respectively; included therein
were cold storage facility rentals, based on quantities stored, amounting to
$7,701,000, $5,525,000, and $4,538,000, respectively.
Note I: Income Taxes
During fiscal 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 at April 30, 1995 and 1994
are as follows:
<PAGE> 28
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
(Dollars in Thousands)
1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Liabilities:
Depreciation $9,492 $ 7,891
Goodwill 949 20
Pension contributions 308 764
Other (each less than 5% of total liabilities) 1,767 1,371
- -------------------------------------------------------------------------------------------------
Total Deferred Tax Liabilities 12,516 10,046
Deferred Tax Assets:
Postretirement benefits other than pensions 3,835 3,393
Other employee benefits 3,977 2,560
Foreign net operating loss carryforwards 1,363 901
Trademarks 1,009 863
Marketing accruals 1,821 571
Other (each less than 5% of total assets) 3,386 3,921
- -------------------------------------------------------------------------------------------------
Total Deferred Tax Assets 15,391 12,209
Valuation allowance for deferred tax assets (2,660) (2,265)
- -------------------------------------------------------------------------------------------------
Net Deferred Tax Assets 12,731 9,944
- -------------------------------------------------------------------------------------------------
Net Deferred Tax (Assets) Liabilities $ (215) $ 102
- -------------------------------------------------------------------------------------------------
</TABLE>
At April 30, 1995, the Company has foreign net operating loss carryforwards of
$4,090,000 for income tax purposes with various expiration dates. The Company
has recorded a valuation allowance related to foreign tax loss carryforwards
and other foreign deferred tax assets due to the uncertainty of their
realization.
<PAGE> 29
Significant components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------
Year Ended April 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $21,910 $20,146 $20,413
State and Local 3,439 3,381 3,513
Deferred (Credit) (272) (1,302) 145
- -----------------------------------------------------------------------------------------------------------
Total income tax expense from operations $25,077 $22,225 $24,071
- -----------------------------------------------------------------------------------------------------------
</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, 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 34.0%
Increase in income taxes resulting from:
State and local income taxes, net of
federal income tax benefit 3.6 4.2 3.8
Other items 2.3 3.0 1.4
- --------------------------------------------------------------------------------------------------------------
Effective income tax rate 40.9% 42.2% 39.2%
- --------------------------------------------------------------------------------------------------------------
Income taxes paid $22,521 $22,431 $23,640
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Note J: Common Shares
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 21
SUBSIDIARIES OF THE COMPANY
State or Jurisdiction
Subsidiaries of Incorporation
- ------------------------------- -----------------------------
After The Fall Products, Inc. Ohio
H.B. DeViney Company, Inc. Pennsylvania
The Dickinson Family, Inc. Ohio
Elsenham Quality Foods Limited England
Henry Jones Foods Pty. Ltd Victoria, Australia
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
Smucker Australia, Inc. Ohio
J.M. Smucker (Canada) Inc. Ontario, Canada
Smucker International, Ltd. U.S. Virgin Islands
Smucker Latin America, Inc. Ohio
J.M. Smucker de Mexico, S.A. de C.V. Mexico
JMS Specialty Foods, Inc. Wisconsin
Smucker U.K., Inc. Ohio
<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, 1995, included in the
1995 Annual Report to Shareholders of The J. M. Smucker Company.
Our audit also included the financial statement schedule of The J. M. Smucker
Company listed in item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents 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, 1995, with respect to the consolidated
financial statements incorporated herein by reference, and our report included
in the preceding paragraph with respect to the financial statement schedule
included in this Annual Report on Form 10-K of The J. M. Smucker Company.
ERNST & YOUNG LLP
Akron, Ohio
July 21, 1995
<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, 1995, 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> 2
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, 1995, 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> 3
Exhibit 24.3
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RICHARD G. JIRSA, corporate
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, 1995, 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 corporate controller might or could do in person,
in furtherance of the foregoing.
/s/ Richard G. Jirsa
------------------------------------------
Corporate Controller
<PAGE> 4
Exhibit 24.4
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, 1995, 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> 5
Exhibit 24.5
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, 1995, 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> 6
Exhibit 24.6
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, 1995, 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> 7
Exhibit 24.7
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, 1995, 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> 8
Exhibit 24.8
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, 1995, 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> 9
Exhibit 24.9
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, 1995, 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> 10
Exhibit 24.10
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, 1995, 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> 11
Exhibit 24.11
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. STEINBRINK, 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, 1995, 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 H. Steinbrink
-------------------------------------
Director
<PAGE> 12
Exhibit 24.12
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, 1995, 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> 13
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, 1995, 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
<PAGE> 14
Exhibit 24.14
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, 1995, 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-START> MAY-01-1994
<PERIOD-END> APR-30-1995
<CASH> 11,244
<SECURITIES> 0
<RECEIVABLES> 54,075
<ALLOWANCES> 475
<INVENTORY> 110,674
<CURRENT-ASSETS> 191,836
<PP&E> 236,085
<DEPRECIATION> 95,960
<TOTAL-ASSETS> 421,017
<CURRENT-LIABILITIES> 79,843
<BONDS> 67,100
<COMMON> 7,291
0
0
<OTHER-SE> 250,701
<TOTAL-LIABILITY-AND-EQUITY> 421,017
<SALES> 628,279
<TOTAL-REVENUES> 628,279
<CGS> 411,013
<TOTAL-COSTS> 411,013
<OTHER-EXPENSES> 154,767
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,515
<INCOME-PRETAX> 61,380
<INCOME-TAX> 25,077
<INCOME-CONTINUING> 36,303
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,303
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
