<PAGE> 1
As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 33-32637
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in its charter)
OHIO 34-0538550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Strawberry Lane
Orrville, Ohio 44667
(Address and Zip Code of Principal Executive Offices)
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UK EMPLOYEES (1989) STOCK OPTION PLAN
AND
ELSENHAM (NONAPPROVED) STOCK OPTION PLAN
(Full title of the plan)
------------------
Steven J. Ellcessor
Vice President-Administration,
Secretary, and General Counsel
Strawberry Lane
Orrville, Ohio 44667
(Name and address of agent for service)
(330) 682-3000
(Telephone number, including area code, of agent for service)
------------------------------
This Post-Effective Amendment is being filed solely to remove
from registration securities that were registered and
will not be issued in connection with the Company's offering.
This Post-Effective Amendment to the Registration Statement
shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the Securities Act of 1933.
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TERMINATION OF REGISTRATION
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The J. M. Smucker Company (the "Company") filed its
Registration Statement No. 33-32637 on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission ("SEC") on December 19, 1989, in
order to effect the registration of 108,000 of the Company's Common Shares,
without par value (the "Common Shares"), which were to be issued to certain
employees under the Company's UK Employees (1989) Stock Option Plan and Elsenham
(Nonapproved) Stock Option Plan (the "Plans). The Company filed Amendment No. 1
to the Registration Statement with the SEC on November 27, 1991 in connection
with the 1990 Stock Split and the 1991 Class B Common Share distribution on each
Class A Common Share, deemed covered by the Registration Statement pursuant to
Rule 416(a).
The Plans have been terminated. Pursuant to the undertaking
incorporated by reference in the Registration Statement, this Post-Effective
Amendment is being filed to remove from registration the Common Shares that have
not been issued under the Plans and, accordingly, remain unsold upon termination
of the offering pursuant to the Plans.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The J. M. Smucker Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing the Registration Statement on
Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Orrville, State of Ohio, on this 22nd day of January, 1997.
THE J. M. SMUCKER COMPANY
By /s/ Steven J. Ellcessor
--------------------------------
Steven J. Ellcessor
Vice President-Administration,
Secretary, and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of January 22, 1997.
*Paul H. Smucker Chairman of the Executive Committee and Director
- ----------------------- (Principal Executive Officer)
Paul H. Smucker
*Timothy P. Smucker Chairman of the
- ------------------------ Board and Director
Timothy P. Smucker (Principal Executive Officer)
*Richard K. Smucker President and Director
- ------------------------ (Principal Executive Officer)
Richard K. Smucker (Principal Financial Officer)
*Richard G. Jirsa Controller
- ------------------------ (Principal Accounting Officer)
Richard G. Jirsa
Director
- ------------------------
Kathryn W. Dindo
*Russell G. Mawby Director
- ------------------------
Russell G. Mawby
*Charles S. Mechem, Jr. Director
- ------------------------
Charles S. Mechem, Jr.
*Robert R. Morrison Director
- ------------------------
Robert R. Morrison
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*Vernon D. Netzly Director
- ------------------------
Vernon D. Netzly
Director
- ------------------------
William H. Steinbrink
*Benjamin B. Tregoe, Jr. Director
- ------------------------
Benjamin B. Tregoe, Jr.
*William Wrigley, Jr. Director
- ------------------------
William Wrigley, Jr.
*The undersigned by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 2 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The J. M. Smucker
Company and filed previously as an Exhibit to the Registration Statement on
behalf of each such person.
By /s/ Steven J. Ellcessor
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Steven J. Ellcessor, Attorney-in-fact
January 22, 1997
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