<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, 1996
( ) 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: (330) 682-3000
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Shares, no par value Registered on the
Class B Common Shares, no par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months, and has
been subject to such filing requirements for at least the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
As of July 3, 1996, 14,375,149 Class A Common Shares and 14,782,339 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, 1996, was $219,650,391.
Certain sections of the Registrant's definitive Proxy Statement, dated July 10,
1996, for the August 13, 1996 Annual Meeting of Shareholders and of the 1996
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, often 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
continuing operations of The J. M. Smucker Company and its subsidiaries.
DISCONTINUED OPERATIONS. On May 31, 1996, the Company completed the
sale of its Mrs. Smith's frozen pie business to a subsidiary of Flowers
Industries, Inc. called Mrs. Smith's Bakeries, Inc. ("Flowers Industries") for a
combination of cash, notes receivable, and assumption of certain liabilities. In
return for the inventory, intangible assets, and certain components of working
capital of Mrs. Smith's, the Company received $15,000,000 in cash, a $15,000,000
note, and a commitment by Flowers Industries to purchase during fiscal 1997
approximately $29,900,000 in inventory. In connection with this divestiture, the
Company also has entered into agreements to lease property, plant, and equipment
of the Mrs. Smith's frozen pie business to Flowers Industries under 10-year
operating lease agreements, which include the exclusive right and option to
purchase such assets during the term of the leases. The future minimum rental
revenue from these leases is approximately $31,850,000.
PRINCIPAL PRODUCTS. The principal products of the Company are fruit
spreads, dessert toppings, syrups, peanut butter, industrial fruit products
(such as bakery and yogurt fillings), fruit and vegetable juices, juice
beverages, pie fillings, condiments, and gift packages.
The Company is structured around six strategic business areas:
Consumer, 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 directly 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, and Latin America, although products are
exported to other countries as well. International sales represent approximately
13% of total continuing 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.
<PAGE> 3
PATENTS AND TRADEMARKS. The Company's products are marketed under
numerous trademarks owned by the Company. The principal trademarks are the
Company's names and certain designs of products. Major trademarks include:
Smucker's, The R. W. Knudsen Family, After The Fall, Mary Ellen, Dickinson's,
Lost Acres, IXL, Laura Scudder's, Simply Fruit, Good Morning, Double Fruit,
Super Spreaders, Low Sugar, Goober, Magic Shell, Sundae Syrup, Recharge, Santa
Cruz Original, Spritzer, and Heinke. In addition, the Company licenses the use
of several other trademarks, none of which individually is material to the
Company's business.
Other slogans or designs considered to be important trademarks to the
Company include the slogan, "With a name like Smucker's, it has to be good," the
Smucker's banner, the Crock Jar shape, the Gingham design, and the strawberry
logo.
SEASONALITY. Historically, the Company's business has not been highly
seasonal.
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,
ice cream topping, and natural peanut butter categories. The Company's business
is highly competitive as all its brands compete for retail shelf space with
other advertised and branded products as well as unadvertised and private label
products. The rapid growth of alternative store formats (i.e. warehouse club and
mass merchandise stores) and changes in business practices, resulting from both
technological advances and new industry techniques, have added additional
variables for companies in the food industry to consider in order to remain
competitive. The principal methods of and factors in competition are product
quality, price, advertising, and promotion.
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 or in the aggregate 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, 1996, the Company had approximately 1,925
full-time employees, worldwide.
<PAGE> 4
SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning
international operations for the years 1996, 1995, and 1994 is hereby
incorporated by reference from the 1996 Annual Report to Shareholders, on page
20 under Note B: "Operating Segments."
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. In
addition to the locations listed below, acreage is leased in California for the
growing of strawberries. The Company also leases property in Pottstown,
Pennsylvania to Mrs. Smith's Bakeries, Inc., a subsidiary of Flowers Industries,
Inc. The corporate headquarters are located in Orrville, Ohio.
<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
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 PRODUCTS PRODUCED
LOCATIONS
- ---------------------------------------------------------------------------------
Ste-Marie, Quebec, Canada Fruit spreads, pie fillings, sweet spreads
Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps
</TABLE>
<PAGE> 5
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding which would
be considered material.
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, 1996, 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 as an
Name Age Company Position Officer Since
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Paul H. Smucker 79 57 Chairman of the Executive Committee 1946
Tim Smucker 52 27 Chairman 1973
Richard K. Smucker 48 23 President 1974
Vincent C. Byrd 41 19 Vice President and General Manager, 1988
Consumer Market
K. Edwin Dountz 54 20 Vice President - Sales 1982
Fred A. Duncan 50 18 Vice President and General Manager, 1984
Industrial Market
Steven J. Ellcessor 44 10 Vice President -Administration,
Secretary, and General Counsel 1986
Robert E. Ellis 49 18 Vice President - Human Resources 1996
Richard G. Jirsa 50 21 Corporate Controller 1978
Charles A. Laine 60 31 Vice President and General Manager,
International and Beverage Markets 1984
R. Alan McFalls 51 19 Vice President - Corporate Development
and Planning 1984
John D. Milliken 51 22 Vice President - Customer Logistics 1981
Robert R. Morrison 61 35 Vice President Operations 1967
H. Reid Wagstaff 61 20 Vice President - Government and 1994
Environmental Affiars
Philip P. Yuschak 57 20 Treasurer 1989
</TABLE>
<PAGE> 6
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
Shares and other related shareholder information is hereby incorporated by
reference from the Company's 1996 Annual Report to Shareholders under the
caption "Stock Price Data" on page 9.
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 1996 Annual Report to Shareholders under the following captions and
page numbers: "Five Year Summary of Selected Financial Data" on page 8; Note C:
"Acquisitions and Divestitures" on pages 20 and 21.
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 1996 Annual Report to
Shareholders, on pages 10 and 11.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements of the Company at April 30, 1996,
1995, and 1994, and for each of the three years in the period ended April 30,
1996, with the report of independent auditors and selected unaudited quarterly
financial data, are hereby incorporated by reference from the Company's 1996
Annual Report to Shareholders on page 9 and pages 12 through 27.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE> 7
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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13,
1996, on pages 2 through 4, under the caption "Election of Directors." For
information concerning the Company's executive officers, see "Executive Officers
of the Company" 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 10, 1996, for the 1996 Annual Meeting of
Shareholders on August 13, 1996, on pages 13 and 14 under the caption "Ownership
of Common Shares."
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 10, 1996, for the 1996 Annual Meeting of Shareholders on
August 13, 1996, 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 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 10, 1996, for the 1996 Annual Meeting of Shareholders on
August 13, 1996, 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13,
1996, 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
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------------------------------------------------------------------------------
<S> <C> <C>
3(a) 1991 Amended Articles of Incorporation incorporated by reference
to the 1992 Annual Report on Form 10-K.
3(b) Amended Regulations incorporated by reference to the 1988 Annual
Report on Form 10-K.
4(a) 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(b) Second Amendment Agreement further extending the term of 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
26, 1996.
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
10(e) Nonemployee Director Stock Plan, description of which is
incorporated by reference from the Company's definitive proxy
statement, dated July 10, 1996, for the 1996 Annual Meeting of
Shareholders on August 13, 1996, on page 5 thereof under the
caption, "Additional Information Concerning the Board of
Directors of the Company."
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
10(f) Acquisition Agreement, made as of May 1, 1996, by and among
Flowers Industries, Inc., Mrs. Smith's Bakeries, Inc., The J. M.
Smucker Company, and Mrs. Smith's, Inc. incorporated by reference
to Form 8-K filed on June 14, 1996.
13 Excerpts from 1996 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedules
</TABLE>
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 1996.
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 22, 1996 The J. M. Smucker Company
By: /s/ Steven J. Ellcessor
-------------------------
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report on Form 10-K has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Paul H. Smucker
- ----------------------------------------
Paul H. Smucker Chairman of the Executive Committee and Director
(Principal Executive Officer)
/s/ Tim Smucker
- ----------------------------------------
Tim Smucker Chairman and Director
(Principal Executive Officer)
/s/ Richard K. Smucker
- ----------------------------------------
Richard K. Smucker President and Director
(Principal Executive Officer)
(Principal Financial Officer)
/s/ Richard G. Jirsa
- ----------------------------------------
Richard G. Jirsa Corporate Controller
(Principal Accounting Officer)
/s/ Lena C. Bailey
- ----------------------------------------
Lena C. Bailey Director
/s/ Kathryn W. Dindo
- ----------------------------------------
Kathryn W. Dindo Director
/s/ Russell G. Mawby
- ----------------------------------------
Russell G. Mawby Director By: Steven J. Ellcessor
/s/ Charles S. Mechem, Jr.
- ----------------------------------------
Charles S. Mechem, Jr. Director
Date: July 22, 1996
/s/ Robert R. Morrison
- ----------------------------------------
Robert R. Morrison Director
/s/ Vernon D. Netzly
- ----------------------------------------
Vernon D. Netzly Director
/s/ William H. Steinbrink
- ----------------------------------------
William H. Steinbrink Director
/s/ Benjamin B. Tregoe, Jr.
- ----------------------------------------
Benjamin B. Tregoe, Jr. Director
/s/ William Wrigley, Jr.
- ----------------------------------------
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 1996 Annual Report
to Shareholders of The J. M. Smucker Company:
Consolidated Balance Sheets at April 30, 1996 and 1995 . . . . . . . 14-15
For the years ended April 30, 1996, 1995, and 1994:
Statements of Consolidated Income . . . . . . . . . . . . . . . . 13
Statements of Consolidated Cash Flows . . . . . . . . . . . . . . 16
Statements of Consolidated Shareholders' Equity . . . . . . . . . 17
Notes to Consolidated Financial Statements . . . . . . . . . . . . 18-27
Consolidated financial statement schedules at April 30, 1996,
or for the years ended April 30, 1996, 1995, and 1994:
II. 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 II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Charged to
Balance at Costs Charged to Deduc- Balance at
Beginning and Other tions End of
Classification of year Expenses Accounts (A) Period
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996:
Valuation allowance for
deferred tax assets $ 2,660 $ (651) $ -- $ -- $2,009
Allowance for doubtful accounts 475 385 -- 173 687
------------------------------------------------
$ 3,135 $ (266) $ -- $ 173 $2,696
================================================
1995:
Valuation allowance for
deferred tax assets $ 2,265 $ 395 $ -- $ -- $2,660
Allowance for doubtful accounts 419 195 -- 139 475
------------------------------------------------
$ 2,684 $ 590 $ -- $ 139 $3,135
================================================
1994:
Valuation allowance for
deferred tax assets $ 1,884 $ 381 $ -- $ -- $2,265
Allowance for doubtful accounts 300 201 -- 82 419
------------------------------------------------
$ 2,184 $ 582 $ -- $ 82 $2,684
================================================
<FN>
(A) Uncollectible accounts written off, net of recoveries.
</TABLE>
F-2
<PAGE> 1
Exhibit 4(b)
SECOND AMENDMENT AGREEMENT
--------------------------
Second Amendment Agreement ("Amendment Agreement") made as of the 26th
day of April, 1996, 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, as amended by a First Amendment
Agreement dated April 25, 1995, 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 further 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 definition of
"Termination Date" in its entirety and substituting the following in place
thereof:
"'Termination Date' means April 30, 1999. 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."
2. 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.
3. 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.
-1-
<PAGE> 2
4. 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.
5. 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/ Marianne T. Meil
-------------------------------- -------------------------------
Title: President Title: Assistant Vice President
----------------------------- ----------------------------
NATIONAL CITY BANK THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ David R. Evans By: /s/ Marguerite Canistraro
-------------------------------- -------------------------------
as Agent
Title: Sr. Vice Pres. Title: Vice President
----------------------------- ----------------------------
-2-
<PAGE> 1
Exhibit 10(d)
MANAGEMENT INCENTIVE PLAN
The J.M. Smucker Company
May 1996
[HEWITT ASSOCIATES LOGO]
<PAGE> 2
PURPOSE, ELIGIBILITY, AND ADMINISTRATION
PURPOSE
The purpose of The J.M. Smucker Company Management Incentive Plan (M.I.P.) is to
reward key contributors who have an impact on the achievement of Company and
Strategic Business Area goals.
ELIGIBILITY
Participants include those management and other senior employees who have a
significant impact on the financial performance of the Company. Participants
must be approved by the Executive Committee, and in the case of officers of the
Company, by the Compensation Committee of the Board of Directors. Participants
must be employed on the last day of the year in order to receive an award,
unless termination as a result of death, disability or retirement. A pro rata
award will be paid in the case of the termination for these reasons.
ADMINISTRATION
The Plan is administered by the Executive Committee, and in the case of
officers, by the Compensation Committee. The appropriate Committee will
establish the performance measure at the beginning of each fiscal year. The
appropriate Committee will review the result at the conclusion of the fiscal
year and establish the appropriate incentive awards.
1 Hewitt Associates
<PAGE> 3
AWARD LEVELS
Each participant will have a Target Award, stated as percentage of the year-
ending salary, assigned by the Executive Committee, or in the case of officers,
by the Compensation Committee.
Actual incentive awards will vary from this Target Award based on the financial
results of the Company and the individual performance of the participant (and in
the case of a participant in a Strategic Business Area, the financial
performance of that Area). A minimum level of Company financial performance will
be established each year, below which no incentive awards will be paid. A
maximum level of Company performance will also be established each year, above
which there will be no further increase to the incentive award. The Compensation
Committee will establish the minimum and maximum financial performance levels
for the Company. The Executive Committee will establish the minimum and maximum
financial performance levels for the Strategic Business Areas.
2 Hewitt Associates
<PAGE> 4
PERFORMANCE MEASURES
COMPANY PERFORMANCE
Initially, Company performance will be earnings compared to plan. A minimum
earnings level of 80 percent of plan is established. If performance is below
this level, no award will be paid. The maximum level beyond which there will be
no further increase in incentive awards, is established at 110 percent of plan.
The Compensation Committee may change this measure, or the minimum and maximum
formula in future years.
INDIVIDUAL PERFORMANCE
Participants can earn additional incentive awards based on individual
performance, as judged by their manager and reviewed and approved by the
Executive Committee, or in the case of officers, by the Compensation Committee.
The individual performance incentives awards have a minimum and maximum amount.
Individual performance awards will generally be related to the Company
performance awards.
Participants in Strategic Business Areas will have a portion of their award
based on the financial performance of their Strategic Business Area. Initially,
Strategic Business Area performance will be operating earnings. A minimum
operating earnings of level of 80 percent of plan is established. This Strategic
Business Area portion of the total award will not be paid if performance is
below this level. The maximum level beyond which there will be no further
increases in this portion of the award is established at 110 percent of plan.
3 Hewitt Associates
<PAGE> 5
TIMING OF AWARD
Awards will be paid as soon as practical following the completion of the audit
of annual financial results.
4 Hewitt Associates
<PAGE> 1
Exhibit 13
Statements of Consolidated Income
The J. M. Smucker Company
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
- --------------------------------------------------------------------------------------
Year Ended April 30, 1996 1995 1994
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 528,576 $510,888 $ 478,228
Cost of products sold 337,095 330,287 305,988
- --------------------------------------------------------------------------------------
Gross Profit 191,481 180,601 172,240
Selling, distribution, and administrative expenses 137,487 126,045 119,405
- --------------------------------------------------------------------------------------
Operating Income 53,994 54,556 52,835
Interest income 1,173 770 964
Other income (expense) - net (983) 772 1,729
- --------------------------------------------------------------------------------------
54,184 56,098 55,528
Interest expense 2,393 1,218 237
Loss on disposal of foreign subsidiary 6,996 -- --
- --------------------------------------------------------------------------------------
Income Before Income Taxes 44,795 54,880 55,291
Income taxes 15,342 22,419 23,360
- --------------------------------------------------------------------------------------
Income from Continuing Operations $ 29,453 $ 32,461 $ 31,931
Discontinued Operations:
Income (loss) from discontinued operations, net 1,284 3,842 (1,433)
of income taxes
Loss on discontinuance, net of income taxes (1,424) -- --
- --------------------------------------------------------------------------------------
Net Income $ 29,313 $ 36,303 $ 30,498
- --------------------------------------------------------------------------------------
Income (Loss) per Common Share:
Continuing Operations $ 1.01 $ 1.11 $ 1.10
Discontinued Operations -- 0.14 (0.05)
- --------------------------------------------------------------------------------------
Net Income per Common Share $ 1.01 $ 1.25 $ 1.05
======================================================================================
</TABLE>
See notes to consolidated financial statements
<PAGE> 2
Consolidated Balance Sheets
The J. M. Smucker Company
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
(Dollars in thousands)
- -----------------------------------------------------------------------
Assets April 30,
- -----------------------------------------------------------------------
1996 1995
- -----------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 17,647 $ 11,244
Trade receivables, less allowance for doubtful
accounts of $687 ($475 in 1995) 40,241 43,407
Income tax refundable 2,998 --
Inventories:
Finished products 37,381 35,815
Raw materials, containers, and supplies 58,114 50,246
- -----------------------------------------------------------------------
95,495 86,061
Assets of discontinued operations - net 42,250 19,849
Other current assets 15,831 16,253
- -----------------------------------------------------------------------
Total Current Assets 214,462 176,814
- -----------------------------------------------------------------------
Property, Plant, and Equipment
Land and land improvements 13,719 14,260
Buildings and fixtures 73,400 72,079
Machinery and equipment 163,078 144,141
Construction in progress 2,615 5,605
- -----------------------------------------------------------------------
252,812 236,085
Accumulated depreciation (109,728) (95,960)
- -----------------------------------------------------------------------
Total Property, Plant, and Equipment 143,084 140,125
- -----------------------------------------------------------------------
Other Noncurrent Assets
Goodwill 31,336 32,273
Trademarks and patents 12,762 13,361
Assets of discontinued operations - net 13,875 35,389
Other assets 9,433 8,033
- -----------------------------------------------------------------------
Total Other Noncurrent Assets 67,406 89,056
- -----------------------------------------------------------------------
$ 424,952 $ 405,995
=======================================================================
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
(Dollars in thousands)
- -----------------------------------------------------------------------------------
Liabilities and Shareholders' Equity April 30,
- -----------------------------------------------------------------------------------
1996 1995
- -----------------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities
Accounts payable $ 37,211 $ 32,620
Salaries, wages, and additional compensation 8,845 8,259
Accrued marketing and merchandising 9,750 10,093
Income taxes -- 3,858
Dividends payable 3,810 3,816
Other current liabilities 7,894 6,175
- -----------------------------------------------------------------------------------
Total Current Liabilities 67,510 64,821
- -----------------------------------------------------------------------------------
Noncurrent Liabilities
Long-term debt 60,800 67,100
Postretirement benefits other than pensions 10,541 9,803
Deferred income taxes 8,488 5,023
Other noncurrent liabilities 1,272 1,256
- -----------------------------------------------------------------------------------
Total Noncurrent Liabilities 81,101 83,182
- -----------------------------------------------------------------------------------
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--14,387,639 in 1996 and 14,384,839 in 1995
(net of 1,824,649 and 1,827,449 treasury shares,
respectively), at stated value 3,597 3,596
Class B - (Non-voting) Authorized--35,000,000 shares;
outstanding--14,782,339 in 1996, and 14,778,839 in 1995
(net of 1,429,949 and 1,433,449 treasury shares,
respectively), at stated value 3,696 3,695
Additional capital 11,469 10,963
Retained income 269,036 254,854
Less:
Deferred compensation (727) (1,292)
Amount due from ESOP Trust (10,251) (10,441)
Currency translation adjustment (479) (3,383)
- -----------------------------------------------------------------------------------
Total Shareholders' Equity 276,341 257,992
- -----------------------------------------------------------------------------------
$ 424,952 $ 405,995
===================================================================================
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
Statements of Consolidated Cash Flows
The J. M. Smucker Company
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(Dollars in thousands)
- ------------------------------------------------------------------------------------------------
Year Ended April 30, 1996 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Income from continuing operations $ 29,453 $ 32,461 $ 31,931
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities: 15,288 13,292 12,503
Depreciation
Amortization 2,185 2,872 2,548
Write-off of goodwill -- -- 2,326
Loss on disposal of foreign subsidiaries 6,996 -- --
Deferred income taxes 764 119 (1,431)
Changes in assets and liabilities, net of effects from
business acquisitions and discontinued operations:
Trade receivables 1,931 678 (584)
Inventories (9,738) (7,137) 599
Other current assets (350) (7,058) 89
Accounts payable andaccrued items 3,841 (2,384) 4,962
Other - net (2,559) 706 901
- ------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 47,811 33,549 53,844
- ------------------------------------------------------------------------------------------------
Investing Activities
Business acquired - net of cash -- (28,780) (100,195)
Additions to property, plant, and equipment (25,585) (18,963) (18,707)
Proceeds from the sale of property, plant, and equipment 722 580 691
Other - net 1,494 724 (572)
- ------------------------------------------------------------------------------------------------
Net Cash Used for Investing Activities (23,369) (46,439) (118,783)
- ------------------------------------------------------------------------------------------------
Financing Activities
Proceeds from long-term debt -- 18,542 48,048
Reduction in long-term debt (6,300) -- (377)
Purchase of Common Shares - net 98 (195) (2,210)
Net amount received from ESOP 190 229 183
Dividends paid (15,123) (14,503) (13,360)
Other - net 1,104 348 (4,799)
- ------------------------------------------------------------------------------------------------
Net Cash (Used for) Provided by Financing Activities (20,031) 4,421 27,485
- ------------------------------------------------------------------------------------------------
Cash flows provided by (used in) continuing operations 4,411 (8,469) (37,454)
Cash flows provided by (used in) discontinued operations 1,901 5,527 1,328
Effect of exchange rate changes on cash 91 127 (260)
Net increase (decrease) in cash and cash equivalents 6,403 (2,815) (36,386)
Cash and cash equivalents at beginning of year 11,244 14,059 50,445
- ------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 17,647 $ 11,244 $ 14,059
- ------------------------------------------------------------------------------------------------
<FN>
( ) Denotes use of cash
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
Statements of Consolidated Shareholders' Equity
The J. M. Smucker Company
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
Amount
Common Shares Deferred 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, 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 (15) (11) (22) (2,388) (2,436)
shares
Stock plans 3 223 854 1,080
Cash dividends declared -
$.47 a share (13,642) (13,642)
Other 219 183 (1,969) (1,567)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1994 $ 3,590 $ 3,687 $ 9,261 $ 233,420 $ (576) $ (10,670) $ (4,310) $ 234,402
Net income 36,303 36,303
Purchase of treasury shares (2) (3) (190) (195)
Stock plans 8 8 1,337 (716) 637
Cash dividends declared -
$.505 a share (14,679) (14,679)
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
Net income 29,313 29,313
Purchase of treasury (14) (14)
shares
Stock plans 1 1 110 565 677
Cash dividends declared - (15,117) (15,117)
$.52 a share
Other 396 190 2,904 3,490
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1996 $ 3,597 $ 3,696 $ 11,469 $ 269,036 $ (727) $ (10,251) (479) $ 276,341
===================================================================================================================================
</TABLE>
See notes to consolidated financial statements
<PAGE> 6
Notes to Consolidated Financial Statements
The J. M. Smucker Company
On April 19, 1996, the Company reached an agreement in principle to sell its
Mrs. Smith's frozen pie business to Flowers Industries, Inc. The sale was
completed on May 31, 1996, and management has no involvement in the continuing
operations of Mrs. Smith's subsequent to the sale. Mrs. Smith's has been
reflected as a discontinued operation in the accompanying financial statements.
Accordingly, unless otherwise stated, the accompanying notes for all years
presented exclude amounts related to this discontinued business.
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.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Stock Compensation: The Company accounts for its stock-based employee
compensation arrangements based on the intrinsic value of the equity instruments
granted, as set forth in APB Opinion No. 25, Accounting for Stock Issued to
Employees.
<PAGE> 7
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 $10,502,000 and
$12,765,000 higher than reported at April 30, 1996 and 1995, 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, 1996 and 1995, was $14,545,000 and $12,711,000,
respectively.
Property, Plant, and Equipment: Property, plant, and equipment are
recorded at cost and are depreciated on a straight-line basis over the estimated
useful lives of the assets, as follows: 3 to 15 years for machinery and
equipment, and 10 to 40 years for buildings, fixtures, and improvements.
Property sold or retired is eliminated from the accounts in the year of
disposition.
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 $9,421,000, $10,213,000, and $9,533,000 in fiscal 1996,
1995, and 1994, respectively.
<PAGE> 8
Recently Issued Accounting Standards: In March 1995, the FASB issued
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. Statement 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. The
Company will adopt Statement 121 in the first quarter of fiscal 1997 and, based
on current circumstances, does not believe the effect of adoption will be
material.
Risks and Uncertainties: The principal products of the Company are
fruit spreads, dessert toppings, syrups, peanut butter, industrial fruit
products (such as bakery and yogurt fillings), fruit and vegetable juices, juice
beverages, condiments, and gift packages. 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 are typically sold directly to other food
manufacturers. The Company's distribution outside the United States is
principally in Canada, Australia and the Pacific Rim, and Latin America. The
fruit raw materials used by the Company 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 and fruit juices and to maintain them in cold storage warehouses. The
Company believes there is no concentration of risk with any single customer or
supplier whose failure or non-performance would materially affect the Company's
results. In addition, the Company insures its business and assets in each
country against insurable risks in a manner that it deems appropriate. It
believes that the risk of loss from non-insurable events would not have a
material adverse affect on the Company's operations as a whole.
<PAGE> 9
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, 1996 1995 1994
- -----------------------------------------------------------------
<S> <C> <C> <C>
Net sales:
United States $ 458,040 $ 444,796 $ 421,764
Foreign 70,536 66,092 56,464
- -----------------------------------------------------------------
Total net sales $ 528,576 $ 510,888 $ 478,228
- -----------------------------------------------------------------
Operating
income (loss):
United States $ 87,905 $ 84,544 $ 83,281
Foreign 2,392 2,123 (1,216)(1)
- -----------------------------------------------------------------
90,297 86,667 82,065
Corporate expenses (36,303) (32,111) (29,230)
- -----------------------------------------------------------------
Total operating income $ 53,994 $ 54,556 $ 52,835
- -----------------------------------------------------------------
Identifiable assets:
United States $ 365,697 $ 344,734 $ 310,252
Foreign 59,255 61,261 52,599
- -----------------------------------------------------------------
Total assets $ 424,952 $ 405,995 $ 362,851
- -----------------------------------------------------------------
<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> 10
Note C: Acquisitions and Divestitures
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. 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.
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 above 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> 11
Divestitures
- ------------
As previously noted, on May 31, 1996, the Company completed the sale of its Mrs.
Smith's frozen pie business to a subsidiary of Flowers Industries, Inc. for a
combination of cash, notes receivable, and assumption of certain liabilities. In
connection with this divestiture, the Company has entered into agreements to
lease certain property, plant, and equipment to a Flowers subsidiary called Mrs.
Smith's Bakeries, Inc. under operating lease agreements. Mrs. Smith's revenues
subsequent to its acquisition were $104,582,000, $117,391,000, and $7,508,000
for the years ended April 30, 1996, 1995, and 1994, respectively. Based upon
debt specifically identified to Mrs. Smith's, interest expense of $3,244,000,
$3,297,000, and $273,000 was allocated to discontinued operations in fiscal
1996, 1995, and 1994, respectively. Income tax (benefit) or expense allocated to
discontinued operations was ($2,069,000), $2,658,000, and ($1,135,000) in fiscal
1996, 1995, and 1994, respectively.
The net assets sold to Mrs. Smith's Bakeries, Inc. have been reported in
the accompanying consolidated balance sheets as Assets of Discontinued
Operations and are classified as current and noncurrent based on the
timing of the consideration to be received. A summary of the net assets sold
is as follows:
<TABLE>
<CAPTION>
(Dollars in thousands) April 30,
--------------------------------------------------------------
1996 1995
------- -------
<S> <C> <C>
Accounts receivable $ 9,638 $10,193
Inventory 26,685 24,613
Intangibles 29,692 35,006
Other assets 398 448
------- -------
Assets 66,413 70,260
Accounts payable $ 4,197 7,907
Accrued compensation 1,579 1,976
Accrued marketing 4,198 4,167
Other liabilities 314 972
------- -------
Liabilities 10,288 15,022
------- -------
Net Assets $56,125 $55,238
======= =======
</TABLE>
In December 1995, the Company divested its English subsidiary, Elsenham Quality
Foods Ltd., resulting in a pretax loss of $6,996,000. A tax benefit of
$6,870,000 was recognized associated with this transaction.
<PAGE> 12
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) 1996 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned during the period $ 1,537 $ 1,640 $ 1,256
Interest cost on projected benefit obligation 3,684 3,404 3,086
Actual return on plan assets (6,343) (2,640) (2,876)
Deferred gain (loss) 2,620 (927) (722)
Net amortization and deferral 373 386 244
- --------------------------------------------------------------------------------
Net periodic pension cost $ 1,871 $ 1,863 $ 988
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 13
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) 1996 1995
- ---------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested benefits $ 39,984 $ 35,718
Non-vested benefits 4,090 2,324
- ---------------------------------------------------------------------------------
Accumulated benefit obligation 44,074 38,042
- ---------------------------------------------------------------------------------
Projected benefit obligation for service
rendered to date 51,773 44,525
Plan assets at fair value 47,359 41,839
- ---------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets (4,414) (2,686)
Unrecognized prior service cost 5,350 5,131
Unrecognized net gain from past experience (449) (582)
Unamortized net asset at transition (1,504) (1,595)
- ---------------------------------------------------------------------------------
(Accrued) Prepaid pension cost ($ 1,017) $ 268
- ---------------------------------------------------------------------------------
</TABLE>
The expected long-term rate of return on plan assets was 9% for 1996,
1995, and 1994. 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, 1996 and 1995. The discount rate was 7.5% and 8% in 1996 and 1995,
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% in both years. Prior service costs are being amortized over the average
remaining service lives of the employees expected to receive benefits. Included
in the above table is the unfunded supplemental retirement benefit plan which
had a projected benefit obligation of $6,798,000 and $6,215,000 in 1996 and
1995, respectively.
The Company also charged to operations approximately $651,000,
$691,000, and $675,000 in 1996, 1995, and 1994, 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> 14
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, non-represented
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.
<PAGE> 15
Net periodic postretirement benefit expense related to these plans for 1996,
1995, and 1994 included the following components:
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Year Ended April 30,
-------------------------------------------------------------------
(Dollars in thousands) 1996 1995 1994
-------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 427 $ 472 $ 421
Interest cost 657 662 737
Net amortization and deferral (64) -- 13
-------------------------------------------------------------------
Net period postretirement benefit cost $ 1,020 $1,134 $1,171
-------------------------------------------------------------------
</TABLE>
The following table sets forth the combined status of the plans as recognized in
the Consolidated Balance Sheets at April 30, 1996 and 1995:
<TABLE>
<CAPTION>
--------------------------------------------------------------
April 30,
--------------------------------------------------------------
(Dollars in thousands) 1996 1995
--------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation:
Retirees $ 2,685 $2,833
Fully eligible active participants 1,373 1,319
Other active participants 4,676 4,549
Unrecognized actuarial gain 1,807 1,102
--------------------------------------------------------------
Postretirement benefits other than pensions $10,541 $9,803
--------------------------------------------------------------
</TABLE>
The discount rate assumption used to determine the actuarial present value of
the accumulated postretirement benefit obligation was 7.5% in 1996 and 8% in
1995. For 1997, the assumed health care cost trend rates are 10% for
participants under age 65 and 8% for participants age 65 or older. Both rates
are assumed to decrease gradually to 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, 1996, by $1,407,000 and the net periodic
postretirement benefit cost for the year by $243,000.
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 $1,469,000, $1,431,000, and
$1,436,000 in 1996, 1995, and 1994, respectively.
<PAGE> 16
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 $398,000,
$406,000, and $389,000 in 1996, 1995, and 1994, respectively. The principal
payments received from the ESOP in 1996, 1995, and 1994 were $190,000, $229,000,
and $183,000, 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, 1996, the ESOP held 765,048 unallocated shares consisting of 284,124 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 1996, 1995, and 1994 were $890,000, $871,000, and $787,000,
respectively.
<PAGE> 17
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, 1996. 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.
There were no awards made during either fiscal 1996 or 1994.
<PAGE> 18
Stock Options: The Company has a stock option plan covering officers
and certain key employees. Options granted under this plan 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 plan are as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Option Price
Common Shares Per Share
-------------------------------------------------------------------------
Class A Class B
<S> <C> <C> <C>
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
Granted 148,500 148,500 $15.94-$18.00
Exercised (3,500) (3,500) $15.94
Forfeited (6,200) (4,200) $20.22-$23.94
-------------------------------------------------------------------------
Outstanding at April 30, 1996 1,084,400 622,100
Exercisable at April 30, 1996 819,234 415,600
Available for Future Grants
at April 30,
1994 925,831 1,390,131
1995 838,331 1,302,631
1996 502,866 965,166
=========================================================================
</TABLE>
The Company granted stock options during fiscal 1996 for the purchase of 150,000
Class B Common Shares to non-employees for consulting services rendered. The
option price on these options is at or above market at the date of grant.
<PAGE> 19
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 1999 and is extendible at the
option of the Company with the approval of the banks. Borrowings under the
revolving credit facility were $60,800,00 and $67,100,000 at April 30, 1996 and
1995, respectively. Interest paid on all borrowings approximated total interest
expense in each of the three years ended April 30, 1996, 1995, and 1994.
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 1996, 1995, and 1994 totaled
$10,264,000, $9,908,000, and $8,799,000, respectively; included therein were
cold storage facility rentals, based on quantities stored, amounting to
$4,699,000, $5,012,000, and $5,221,000, respectively.
Note I: Income Taxes
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 are as follows:
<PAGE> 20
<TABLE>
<CAPTION>
------------------------------------------------------------------------
(Dollars in thousands) April 30,
------------------------------------------------------------------------
1996 1995
------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Liabilities:
Depreciation $ 12,673 $ 9,492
Intangible assets -- 469
Pension contributions 19 308
Other (each less than 5% of total liabilities) 1,475 1,238
------------------------------------------------------------------------
Total Deferred Tax Liabilities 14,167 11,507
Deferred Tax Assets:
Postretirement benefits other than pensions 4,209 3,835
Other employee benefits 3,825 3,977
Foreign net operating loss carryforwards 1,232 1,363
Intangible assets 3,420 --
Marketing accruals 1,052 1,821
Other (each less than 5% of total assets) 3,083 3,386
------------------------------------------------------------------------
Total Deferred Tax Assets 16,821 14,382
Valuation allowance for deferred tax assets (2,009) (2,660)
------------------------------------------------------------------------
Deferred Tax Assets Less Allowance 14,812 11,722
------------------------------------------------------------------------
Net Deferred Tax Asset $ 645 $ 215
------------------------------------------------------------------------
</TABLE>
At April 30, 1996, the Company has foreign net operating loss carryforwards of
$3,500,000 for income tax purposes with various expiration dates. The Company
has recorded a valuation allowance related to foreign tax loss carryforwards and
certain other foreign deferred tax assets due to the uncertainty of their
realization.
<PAGE> 21
Significant components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
(Dollars in thousands)
- ----------------------------------------------------------------------------------
Year Ended April 30, 1996 1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $12,787 $19,240 $ 21,440
State and local 1,791 3,060 3,351
Deferred (Credit) 764 119 (1,431)
- ----------------------------------------------------------------------------------
Total income tax expense from continuing operations $15,342 $22,419 $ 23,360
- ----------------------------------------------------------------------------------
</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, 1996 1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 35.0% 35.0%
Decrease in income taxes resulting from:
Loss on divestiture of foreign subsidiary (8.6) -- --
Increase in income taxes resulting from:
State and local income taxes, net of
federal income tax benefit 3.4 3.6 3.9
Foreign losses not utilized 1.7 0.7 0.8
Other items 2.7 1.6 2.5
- ----------------------------------------------------------------------------------
Effective income tax rate 34.2% 40.9% 42.2%
- ----------------------------------------------------------------------------------
Income taxes paid, including
amounts for discontinued operations $ 17,979 $ 22,521 $ 22,431
- ----------------------------------------------------------------------------------
</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
<TABLE>
<CAPTION>
State or Jurisdiction
Subsidiaries of Incorporation
- -------------------------------------------------- -----------------------------
<S> <C>
After The Fall Products, Inc. Ohio
H. B. DeViney Company, Inc. Pennsylvania
The Dickinson Family, Inc. Ohio
Henry Jones Foods Pty. Ltd. Victoria, Australia
Juice Creations Co. Ohio
Knudsen & Sons, Inc. Ohio
Smucker Quality Beverages, Inc. California
Mary Ellen's, Incorporated Ohio
Smucker Holdings, 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 (domesticated
in Delaware)
JMS Specialty Foods, Inc. Wisconsin
Smucker U.K., Inc. Ohio
Alternative Attitudes, Inc. Ohio
</TABLE>
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report on Form 10-K
of The J. M. Smucker Company of our report dated June 7, 1996, included in
the 1996 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 of our report dated June 7, 1996, 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 18, 1996
<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, 1996, 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 KATHRYN W. DINDO, 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, 1996, 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/ Kathryn W. Dindo
------------------------------
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 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, 1996, 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> 4
Exhibit 24.4
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that VERNON D. NETZLY, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1996, 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> 5
Exhibit 24.5
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that PAUL H. SMUCKER, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1996, 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> 6
Exhibit 24.6
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that CHARLES S. MECHEM, JR., director
of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1996, 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> 7
Exhibit 24.7
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RUSSELL G. MAWBY, director of The
J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker,
and Steven J. Ellcessor, and each of them, with full power of substitution, as
attorney or attorneys of the undersigned, to execute an Annual Report on Form
10-K for the fiscal year ended April 30, 1996, 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> 8
Exhibit 24.8
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that BENJAMIN B. TREGOE, JR., director
of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1996, 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> 9
Exhibit 24.9
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that WILLIAM WRIGLEY, JR., director of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K.
Smucker, and Steven J. Ellcessor, and each of them, with full power of
substitution, as attorney or attorneys of the undersigned, to execute an Annual
Report on Form 10-K for the fiscal year ended April 30, 1996, in a form that The
J. M. Smucker Company deems appropriate and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, all pursuant to applicable legal provisions, with full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
director might or could do in person, in furtherance of the foregoing.
/s/ William Wrigley, Jr.
------------------------------
Director
<PAGE> 10
Exhibit 24.10
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RICHARD G. JIRSA, 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, 1996, 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> 11
Exhibit 24.11
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. SMUCKER, director of
The J. M. Smucker Company, hereby appoints Timothy P. Smucker and Steven J.
Ellcessor, and each of them, with full power of substitution, as attorney or
attorneys of the undersigned, to execute an Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, 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> 12
Exhibit 24.12
THE J. M. SMUCKER COMPANY
REGISTRATION ON FORM 10-K
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that TIMOTHY P. SMUCKER, director of
The J. M. Smucker Company, hereby appoints Richard K. Smucker and Steven J.
Ellcessor, and each of them, with full power of substitution, as attorney or
attorneys of the undersigned, to execute an Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, 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> 13
Exhibit 24.13
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, 1996, 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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1995
<CASH> 17,647
<SECURITIES> 0
<RECEIVABLES> 40,928
<ALLOWANCES> 687
<INVENTORY> 95,495
<CURRENT-ASSETS> 214,462
<PP&E> 252,812
<DEPRECIATION> (109,728)
<TOTAL-ASSETS> 424,952
<CURRENT-LIABILITIES> 67,510
<BONDS> 60,800
<COMMON> 7,293
0
0
<OTHER-SE> 269,048
<TOTAL-LIABILITY-AND-EQUITY> 424,952
<SALES> 528,576
<TOTAL-REVENUES> 528,576
<CGS> 337,095
<TOTAL-COSTS> 337,095
<OTHER-EXPENSES> 137,487
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,393
<INCOME-PRETAX> 44,795
<INCOME-TAX> 15,342
<INCOME-CONTINUING> 29,453
<DISCONTINUED> (140)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,313
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
