<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
THE J. M. SMUCKER COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE J.M. SMUCKER COMPANY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
NOTICE OF
1999 ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
[SMUCKER'S LOGO]
[STRAWBERRY]
<PAGE> 3
THE J. M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
Dear Shareholder:
You are cordially invited to attend your Company's Annual Meeting of
Shareholders at 11:00 a.m., Eastern Daylight Time, Tuesday, August 17, 1999, in
Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680
Madison Avenue, Wooster, Ohio. A map showing the location of Fisher Auditorium
is on the back cover. A notice of the Annual Meeting and the proxy statement
follow.
If you are a record holder of Class A Common Shares, you also will find
enclosed a proxy card and an envelope in which to return it. Whether or not you
plan to attend the meeting, please sign, date, and return the proxy card at your
earliest convenience. For more information concerning voting by proxy, please
see the section of the proxy statement entitled "Voting by Proxy and
Confirmation of Beneficial Ownership."
PLEASE NOTE THAT ADMISSION TO THE MEETING WILL BE BY ADMISSION CARD ONLY.
If you plan to attend the meeting, you may obtain an admission card as follows:
1. If you are a record holder of Class A Common Shares, please mark the
appropriate box on the enclosed proxy card so that we can mail an
admission card to you in advance of the meeting.
2. If you are a record holder who owns ONLY Class B Common Shares, you will
not receive a proxy card. Please write to the Corporate Secretary at
Strawberry Lane, Orrville, Ohio 44667-0280, to request an admission
card.
3. If you are not a record holder but instead hold Class A and/or Class B
Common Shares in the name of your broker, bank, or other nominee, please
write to the Corporate Secretary to request an admission card and
furnish proof of shareholder status, such as a bank or brokerage firm
account statement.
Sincerely,
<TABLE>
<S> <C>
/s/ Tim Smucker /s/ Richard K. Smucker
Chairman President
</TABLE>
<PAGE> 4
THE J. M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1999 Annual Meeting of Shareholders of The J. M. Smucker Company will
be held in Fisher Auditorium at the Ohio Agricultural Research and Development
Center, 1680 Madison Avenue, Wooster, Ohio, on Tuesday, August 17, 1999, at
11:00 a.m., Eastern Daylight Time, for the purposes of receiving reports
presented to the meeting and taking the following additional actions:
(1) election of directors to the class whose term of office will
expire in 2002;
(2) ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the 2000 fiscal year; and
(3) consideration of any other matter that may properly come before
the meeting.
All shareholders WITH ADMISSION CARDS are cordially invited to attend the
meeting, although only those holders of Class A Common Shares of record at the
close of business on July 5, 1999, will be entitled to vote at the meeting.
STEVEN J. ELLCESSOR
Vice President-Administration,
Secretary, and General Counsel
Orrville, Ohio, July 15, 1999
<PAGE> 5
THE J. M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667
---------------------
PROXY STATEMENT
---------------------
(FIRST MAILED JULY 15, 1999)
GENERAL INFORMATION
RECORD DATE; VOTING INFORMATION
The Board of Directors has fixed the close of business on July 5, 1999, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting of Shareholders to be held on Tuesday, August 17,
1999. The Company has outstanding and entitled to vote at the meeting 14,473,619
Class A Common Shares.
The Company's Amended Articles of Incorporation provide generally that each
Class A Common Share entitles the holder thereof to ten votes on each matter to
be considered at the meeting. If, though, there has been a change in beneficial
ownership of a Class A Common Share during the four years immediately preceding
the record date, the current owner of that share will be entitled to only one
vote with respect to that share until four years pass without a change in
ownership of the share. Class B Common Shares do not entitle the holders thereof
to any vote except in certain circumstances set forth in the Ohio General
Corporation Law, none of which are applicable to the Annual Meeting. For a more
detailed explanation of the voting rights of Common Shares, see "Voting Rights
of Common Shares."
At the Annual Meeting, the results of shareholder voting will be tabulated
by the inspector of elections. The Company intends to treat properly executed
proxies that are marked "abstain" or that are "broker non-votes" (i.e., are held
in "street name" by banks, brokers, or other nominees and are voted with regard
to at least one but less than all matters presented to the shareholders) as
"present" for purposes of determining the existence of a quorum. In the election
of directors, the candidates receiving the greatest number of votes will be
elected. Votes withheld in respect of any candidate, therefore, will have no
impact on the election. With regard to the ratification of the appointment of
the Company's auditors, only affirmative and negative votes will be counted, and
abstentions and broker non-votes will have no effect on the outcome of the vote.
Based on the information with respect to beneficial ownership possessed by
the Company at the date of this proxy statement, the holders of between
4,064,985 and 13,554,687 Class A Common Shares will be entitled to exercise ten
votes per share at the meeting, and the holders of the remainder of the
outstanding Class A Common Shares will be entitled to exercise one vote per
share. The actual voting power of each holder of Class A Common Shares will be
based on information possessed by the Company at the time of the meeting. See
"Voting by Proxy and Confirmation of Beneficial Ownership."
CUMULATIVE VOTING
Under the Ohio General Corporation Law, all of the Class A Common Shares
may be voted cumulatively in the election of directors if written notice is
given by any shareholder to the president or a vice president or the secretary
of the Company not less than 48 hours before the time of the meeting. The notice
must state that the shareholder desires that the voting at such election shall
be cumulative. Also, an announcement of the giving of such notice must be made
upon the convening of the meeting by the chairman or the secretary or by or on
behalf of the shareholder giving such notice. Under cumulative voting, the
number of votes to which each
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<PAGE> 6
shareholder otherwise is entitled is multiplied by the number of directors to be
elected, and the shareholder then may cast that aggregate number of votes all
for one candidate or may spread them out among the candidates as the shareholder
deems appropriate. If there is to be cumulative voting at the meeting, it is
presently intended that all proxies solicited by this proxy statement will be so
voted. In that event, unless contrary instructions are received on the enclosed
proxy, all votes represented by properly executed proxies will be divided evenly
among the nominees named herein, unless it appears that voting in that way would
not be effective to elect all of those nominees. In that case, the votes
represented by proxies will be cast at the discretion of the Board of Directors
so as to maximize the number of nominees elected.
PROXY SOLICITATION INFORMATION
This proxy statement is being furnished to the shareholders by the Company
in connection with the solicitation by the Board of Directors of the enclosed
form of proxy. In addition to solicitation by mail, solicitations may be made
personally by officers and other regular employees of the Company, who will not
be compensated specially for such services. Also, a professional proxy
solicitation firm, Corporate Investor Communications, Inc., has been engaged to
aid in the solicitation of proxies, for which services it will be paid a fee of
$7,000, plus expenses. The cost of soliciting the proxies will be borne by the
Company.
ELECTION OF DIRECTORS
Unless instructed otherwise, the proxy holders intend to vote for the
election of Vincent C. Byrd, Elizabeth Valk Long, and William Wrigley, Jr., as
directors, each for a term of three years. These individuals comprise the class
of directors whose terms of office expire this year.
In the event of the death or inability to act of any of the candidates for
directors, the proxy to that extent will be voted for such other person or
persons as the Board of Directors may recommend. The management has no reason to
believe that the persons listed as candidates for directors will be unable to
serve.
The members of the Board of Directors, including those who are nominees for
election, with information as to each of them based on data furnished to the
Company by these persons as of June 30, 1999, are as follows:
<TABLE>
<S> <C>
[VINCENT C. BYRD VINCENT C. BYRD Mr. Byrd, 44, has been a director since
PHOTO] April 1999. He is Vice President and General Manager,
Consumer Market of the Company. Mr. Byrd
also is a director of Spangler Candy
Company. His proposed term would expire in
2002.
[KATHRYN W. DINDO KATHRYN W. DINDO Ms. Dindo, 50, has been a director since
PHOTO] February 1996. She has been Vice President of FirstEnergy
Corp. since 1998. Prior to that time, she
was Vice President and Controller of
Caliber System, Inc., a subsidiary of FDX
Corporation, since January 1996. She
joined Caliber System, Inc. in August
1994 as Assistant Controller. Prior to
that time, she was a partner in the
accounting firm of Ernst & Young LLP. Ms.
Dindo is a member of the Audit Committee.
Her term will expire in 2001.
</TABLE>
2
<PAGE> 7
<TABLE>
<S> <C>
[FRED A. DUNCAN FRED A. DUNCAN Mr. Duncan, 53, has been a director since April 1999. He is Vice President
PHOTO] and General Manager, Industrial Market of the Company. Mr. Duncan also is a
director of Bush Brothers and Company and Rocco, Inc., both of which are
food processing and manufacturing companies. His term will expire in 2000.
[ELIZABETH VALK ELIZABETH VALK LONG Ms. Long, 49, has been a director since May 1997. She has been
LONG PHOTO] Executive Vice President of Time Inc. since May 1995. Prior to that
time, she was President of TIME magazine from September 1993 to May
1995 and was Publisher of TIME from July 1991 to September 1993. She is
also a director of Wachovia Corporation. Ms. Long is a member of the
Audit Committee. Her proposed term would expire in 2002.
[RUSSELL G. MAWBY RUSSELL G. MAWBY Dr. Mawby, 71, has been a director since 1983. He was Chairman and Chief
PHOTO] Executive Officer of the W. K. Kellogg Foundation, Battle Creek, Michigan,
until his retirement in 1995 and is now Chairman Emeritus. Dr. Mawby is
Chairman of the Nominating Committee and a member of the Executive
Compensation Committee. His term will expire in 2001.
[CHARLES S. CHARLES S. MECHEM, JR. Mr. Mechem, 68, has been a director since 1982. He became Chairman
MECHEM, JR. PHOTO] of Convergys Corporation in 1999. Prior to that he was Chairman of
Cincinnati Bell Inc. since April 1996. He has also been a consultant
with Arnold Palmer Enterprises since March 1996. He retired in
December 1995 as Commissioner of the Ladies Professional Golf
Association and is now Commissioner Emeritus of that organization.
He also is a director of Arnold Palmer Golf Company, Convergys
Corporation, Mead Corporation, Ohio National Life Insurance Company,
and Firstar Corporation. Mr. Mechem is Chairman of the Executive
Compensation Committee and a member of the Nominating Committee. His
term will expire in 2000.
[RICHARD K. RICHARD K. SMUCKER Mr. Smucker, 51, has been a director since 1975. He is the President of
SMUCKER PHOTO] the Company. Mr. Smucker also is a director of Wm. Wrigley Jr. Company,
The Sherwin-Williams Company, and International Multifoods Corporation.
Mr. Smucker is the brother of Timothy P. Smucker. His term will expire
in 2001.
</TABLE>
3
<PAGE> 8
<TABLE>
[TIMOTHY P. SMUCKER PHOTO]
Mr. Smucker, 55, has been a director since 1973. He is
the Chairman of the Company. Mr. Smucker also is a
director of Huntington BancShares Incorporated and
Dreyer's Grand Ice Cream Inc. He is a member of the
Nominating Committee. Mr. Smucker is the brother of
Richard K. Smucker. His term will expire in 2000.
<S> <C>
[WILLIAM H. STEINBRINK WILLIAM H. STEINBRINK Mr. Steinbrink, 56, has been a
PHOTO] director since 1994. He has been the President and Chief
Executive Officer of CSM Industries,
Inc. since November 1996. Prior to
that time, he was President and
Chief Executive Officer of Laurel
Industries, Inc. He was a partner in
the law firm of Jones, Day, Reavis &
Pogue until August 1994. Mr.
Steinbrink is a member of the
Executive Compensation Committee.
His term will expire in 2001.
[BENJAMIN B. TREGOE, JR. BENJAMIN B. TREGOE, JR. Dr. Tregoe, 71, has been a
PHOTO] director since 1982. He was Chairman of Kepner-Tregoe Inc.,
a Princeton, New Jersey,
management and organization
development consulting company
until his retirement in March 1996
and is now Chairman Emeritus. Dr.
Tregoe is Chairman of the Audit
Committee. His term will expire in
2000.
[WILLIAM WRIGLEY, JR. WILLIAM WRIGLEY, JR. Mr. Wrigley, 35, has been a director
PHOTO] since 1992. From 1991 to 1999 he was Vice President, and
from 1999 he has been President and
Chief Executive Officer, of Wm.
Wrigley Jr. Company. Mr. Wrigley also
is a director of Wm. Wrigley Jr.
Company. He is a member of the Audit
Committee, and his proposed term
would expire in 2002.
</TABLE>
ADDITIONAL INFORMATION CONCERNING THE BOARD OF
DIRECTORS OF THE COMPANY
MEETINGS AND COMMITTEES
During the 1999 fiscal year there were five meetings of the Company's Board
of Directors. All directors, except Ms. Long and Mr. Mechem, attended at least
75 percent of the total number of Board and committee meetings for which they
were eligible.
The Audit Committee met three times during the 1999 fiscal year for the
purposes of reviewing with the independent auditors of the Company the scope and
thoroughness of the auditors' examination and considering recommendations of the
independent auditors. It also recommended to the Board of Directors the
appointment of independent auditors for the year and reviewed the sufficiency of
the Company's system of internal controls with the financial officers, the
independent auditors, and, to the extent the Committee deemed necessary, legal
counsel.
The Executive Compensation Committee met three times during the 1999 fiscal
year for the purposes of fixing the compensation of executives of the Company,
administering the Company's restricted stock bonus and stock option programs,
and considering employee benefit programs generally.
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<PAGE> 9
The Nominating Committee met once during the 1999 fiscal year. This
Committee is responsible for recommending to the Board of Directors nominees for
election as directors. The Committee will consider suggestions forwarded by
shareholders to the secretary of the Company concerning qualified candidates for
election as directors.
DIRECTOR COMPENSATION
Directors of the Company who are not also employees are compensated for
services as a director on the basis of $24,000 per year, plus $1,000 per year
($3,000 per year for the chairman) for each committee on which the director
serves. Nonemployee directors may elect to receive all or 50 percent of their
annual retainer and committee fees in the form of units under the Company's
Nonemployee Director Stock Plan. All units, together with dividends credited
thereon, are paid out in the form of Class A Common Shares upon termination of
service as a director.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Executive Compensation Committee of the Board of Directors (the
"Committee") is composed of three independent, nonemployee directors and is
responsible for establishing the levels of compensation and benefits for
executive officers of the Company. The Committee evaluates the Company's
performance and the compensation paid to its executive officers on an ongoing
basis.
COMPENSATION PHILOSOPHY
The Committee believes that an effective executive compensation program
must have two parts. First, it should have a cash component that is competitive
enough to retain highly-qualified executives, while providing performance-based
incentives. The Committee believes that the Company's base salary structure and
Management Incentive Plan bonuses combine to meet these requirements.
The second part of the program is equity-based in order to provide
long-term incentives and ensure that management's long-term interests are
aligned with those of other shareholders. The equity-based components of the
compensation program are provided by the Restricted Stock Bonus Plan, the 1987
Stock Option Plan, and the 1998 Equity and Performance Incentive Plan.
SALARIES
Base compensation for all salaried positions in the Company, including
executive officers, is determined by reference to individual performance and
position within the salary range for the particular job classification. The
Company's human resources department develops the salary ranges and
classifications with assistance from outside consultants who help to ensure that
the overall salary structure is competitive. The outside compensation
consultants generally used by the Company have been selected by management, with
the advice and involvement of the Committee.
The Company's goal with regard to salaries and compensation is to provide a
structure that is competitive with other comparably sized manufacturing
companies. Over 300 companies are used for comparison purposes, and many of them
are included in the Standard & Poor's 500 Food Index (see the total shareholder
return graph presented elsewhere in the proxy statement). Included in the
comparison group are such companies as Campbell Soup Company, General Mills,
Inc., Kellogg Company, Mars, Inc., McCormick & Company, Inc., Nestle USA, Inc.,
Ralston Purina Company, Sara Lee Corporation, and Wm. Wrigley Jr. Company.
Generally, the Company targets its salary ranges at approximately the
fiftieth percentile. It then adjusts the ranges to account for the fact that
most of the comparison companies are
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<PAGE> 10
significantly larger than the Company. Overall, the Committee believes that the
Company's compensation structure rewards its employees appropriately and is
sufficiently competitive to retain key employees.
Although the salary ranges for the executive officers are recommended by
the human resources department based on its own research and the advice of
outside consultants, those ranges are regularly reviewed by the Committee and
are subject to its approval, as are any changes to an officer's salary grade
level.
Management's recommendations for executive officers usually are submitted
to the Committee for consideration at its April meeting. Those recommendations
generally are based upon the salary increase guidelines that have been
determined by management for all corporate salaries as part of the planning and
budgeting process for the coming fiscal year. The average of the salary
increases granted to members of the officer group for 1999 was consistent with
those guidelines.
Tim Smucker, the Company's Chairman, and Richard Smucker, the Company's
President, are the two most senior members of management. The Company does not
have a formally designated chief executive officer. At the request of the
Chairman and the President, no change in their salaries was made with respect to
the 1999 fiscal year.
Factors considered when assessing executive officers' performance for
compensation purposes (including Tim Smucker and Richard Smucker) include (in no
particular order) the Company's sales and earnings results, market share gains,
whether the Company's business plan and strategic goals are being met, and
individual performance evaluations. None of these factors, however, is
necessarily weighed more heavily than any other.
MANAGEMENT INCENTIVE PLAN
The Company maintains a management incentive program designed to recognize
key management members based on their individual performance and their
contribution to the achievement of Company objectives. A target award is set for
each participant based on salary grade level and competitive award levels for
similarly situated individuals at comparable manufacturing companies (basically
the same companies used in establishing base salary ranges). The actual award
given, if any, is based on personal performance, the Company's performance to
its earnings goal for the year and, if the participant is part of a strategic
business area, that area's performance to its profit goal. No awards are given
if the Company does not meet minimum performance standards, and the maximum
award a participant may receive is limited to twice the target award.
After the end of each fiscal year, management presents the Committee with a
summary and recommendation for management incentive bonuses. The presentation
includes (i) information on the Company's performance for the fiscal year just
ended (earnings per share for the year with a comparison to the prior year and
to the Company's plan, and operating margins for the strategic business areas),
(ii) awards to each individual in the plan in the prior three years, (iii)
current salary, salary range, and target award information, and (iv) a specific
recommendation based on all of the foregoing. The Committee then reviews the
information and recommendations with management and makes a decision as to which
recommendations to accept and whether any should be modified.
The management incentive awards for Tim Smucker and Richard Smucker each
year are made based on the same factors as those used for other members of the
Management Incentive Plan. No recommendation is made by management concerning
the individual portion of the awards for the Chairman or the President; that
amount is determined by the Committee based on its appraisal of individual
performance.
The Company's earnings results for fiscal 1999 exceeded the prior year's
results and equaled the profit plan. As a result, the portion of the incentive
plan awards based on corporate performance (including those given to Tim and
Richard Smucker) matched the target award for each participant. The amount of
the incentive awards based on corporate performance is
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<PAGE> 11
determined by a mathematical calculation, the elements of which are the same for
all participants, including Tim and Richard Smucker.
In addition to the portion of the award based on corporate performance, the
total incentive plan award for each participant includes an amount related to
individual performance. This individual performance award is based on an
assessment of the participant's individual contributions in helping the Company
to achieve its earnings and other goals. It may be above or below the corporate
award portion if the Committee feels that to be appropriate in an individual
case. Since the Company equaled but did not exceed its earnings goal for the
year, the Committee believed than an individual award equal to the corporate
performance portion would be appropriate for all but a few exceptional cases.
Therefore, most individual awards made this year (including those made to Tim
and Richard Smucker) matched the participant's corporate performance award.
RESTRICTED STOCK BONUS PLAN
The Company's Restricted Stock Bonus Plan was implemented in 1981 based on
the Board of Director's determination that such a plan would help the Company to
attract and retain key senior managers and would give those managers a personal
interest in the Company as a shareholder. The restrictions on shares awarded
under this plan lapse by not later than the fourth anniversary of the award.
Awards under the plan are normally considered every other year.
Awards under the Restricted Stock Bonus Plan were last made in 1997. The
Committee, therefore, considered awards with regard to the 1999 fiscal year at
its May meeting this year. The Company's human resources department, with the
assistance of outside compensation consultants, develops award recommendations
based upon a competitive formula designed with the consultants. Participants in
the plan are grouped by levels of responsibility, and the recommendations made
are based on a percentage of the average salary for the group in which the
particular participant is placed. With regard to Tim and Richard Smucker, who
are grouped together for purposes of the plan, the competitive formula provides
for awards equal (at current value) to 80 percent of their respective salaries.
After determination of the competitive formula recommendations, management
reviews those results and prepares a final recommendation which is presented to
the Committee along with information on prior awards.
Because the plan is intended to provide long term incentives to
participants, the focus in deciding whether to make awards in particular years
and in determining the amount of those awards is based on the progress that the
Company is making in implementing its strategy and achieving its longer term
goals. After consideration of this factor and discussions with management, the
Committee accepted management's recommendation that awards be made and
determined that the size of the awards should be consistent with the competitive
formula recommendations.
Tim and Richard Smucker each received awards of 17,000 shares under the
plan this year. That is equal to their respective competitive formula
recommendation amounts. Their awards were based on the same factors as all other
participants, as discussed in the preceding paragraphs.
STOCK OPTION PLANS
The J. M. Smucker 1987 Stock Option Plan was enacted for two reasons. It
was determined by the Board of Directors that the ability of the Company to
provide the benefits of such a plan was an important element in ensuring that
the Company's overall compensation program for its key managers remained
competitive. Also, the Board believed that the added long-term incentives
provided by the plan would be beneficial to both the Company and its
shareholders. These same purposes are served by the 1998 Equity and Performance
Incentive Plan. Participants in the plan include both executive officers and
other key managers.
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<PAGE> 12
Awards under the plan are considered annually and are made by the Committee
following a review of the recommendations of management. Target grant levels are
determined for individual participants based on salary grade level and a
determination by the Company's human resources department of the prevailing
competitive award levels for comparably situated individuals at other comparable
manufacturing companies. The companies considered are largely the same as those
used in establishing base salary ranges. Individual performance and the
performance of the Company are also considered in establishing each proposed
award. Although all of these factors are considered in making an award, no
specific weight is assigned to them, and the relative importance of each factor
may vary from participant to participant. The Committee does not specifically
consider the total number of options held by a participant in determining the
size of a new award, but information with regard to all previous awards is
presented to and reviewed by the Committee when awards are made.
The options awarded to executive officers during fiscal 1999 generally were
for amounts slightly larger than the prior year's awards but were consistent
with the Company's relatively conservative award guidelines.
The Committee has considered the potential impact on the Company's
compensation plans of the $1,000,000 cap on deductible compensation under
Section 162(m) of the Internal Revenue Code, which was enacted as part of the
Omnibus Budget Reconciliation Act of 1993. The Committee has determined that the
cap did not affect the Company in fiscal 1999. The Committee's present intention
is to comply with Section 162(m). It will, however, review the matter
periodically to assess the impact of the cap on the Company's compensation
practices and structure. This year's stock option awards under the 1998 Equity
and Performance Incentive Plan qualified under Section 162(m) as deductible
compensation.
The Committee believes that the Company's compensation plans and practices
are sound and well-considered. The level of compensation provided to the
executive officers is appropriately related to both the competitive market and
the historic and current performance of the Company. The Committee in the future
will continue to focus on these factors and on maintaining a compensation system
that will encourage maximization of long-term shareholder value.
EXECUTIVE COMPENSATION COMMITTEE
Charles S. Mechem, Jr., Chairman
Russell G. Mawby
William H. Steinbrink
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<PAGE> 13
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the compensation over the past
three fiscal years for the Chairman and the other four most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- ---------------------------------
OTHER RESTRICTED
ANNUAL STOCK ALL OTHER
COMPEN- AWARDS OPTIONS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) ($)(1) (#)(2) SATION ($)
--------------------------- ---- ---------- --------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy P. Smucker, 1999 $407,692 $208,000 -- $331,500 30,000 $8,013(3)
Chairman 1998 390,000 358,000 -- 0 27,000 8,197
1997 366,923 157,200 -- 136,500 30,000 7,605
Richard K. Smucker, 1999 400,000 208,000 -- 331,500 30,000 7,782(3)
President 1998 387,750 358,000 -- 0 27,000 8,293
1997 357,750 157,020 -- 136,500 30,000 7,605
Fred A. Duncan, 1999 175,577 81,320 -- 97,500 10,000 8,058(3)
Vice President and General 1998 161,039 114,160 -- 0 8,000 8,111
Manager, Industrial Market 1997 150,846 82,960 -- 51,188 10,000 7,658
Charles A. Laine 1999 174,617 78,420 -- 0 10,000 7,990
Vice President and General 1998 161,000 92,220 -- 0 8,000 8,058
Manager, International 1997 155,942 70,060 -- 51,188 10,000 7,538
and Beverage Markets(4)
Vincent C. Byrd 1999 169,442 77,300 -- 97,500 10,000 7,979(3)
Vice President and General 1998 152,885 97,000 -- 0 8,000 7,945
Manager, Consumer Market 1997 138,615 35,720 -- 51,188 10,000 7,445
</TABLE>
- ---------------
(1) The Company's Restricted Stock Bonus Plan was implemented in 1981 and the
1998 Equity and Performance Incentive Plan was implemented in 1998.
Restricted shares awarded under the plans are entitled to dividends at the
same rate and on the same terms as unrestricted shares of the same class.
The aggregate number and value of restricted shares held by the individuals
listed above, valued as of April 30, 1999 are as follows: Timothy P.
Smucker, 12,500 Class A and 12,500 Class B shares ($487,500); Richard K.
Smucker, 12,500 Class A and 12,500 Class B shares ($487,500); Fred A.
Duncan, 4,000 Class A and 4,000 Class B shares ($156,000); Charles A. Laine,
1,500 Class A and 1,500 Class B shares ($58,500); and Vincent C. Byrd, 4,000
Class A and 4,000 Class B shares ($156,000).
(2) Of the options awarded, one-half are for Class A shares and one-half are for
Class B shares. The Company does not award stock appreciation rights (SARs).
(3) These amounts represent contributions by the Company on behalf of the
individual indicated under the Company's 401(k) Savings Plan and the value
of allocations during the year under the Company's Employee Stock Ownership
Plan. The specific breakdown for each individual (401(k) amounts first,
followed by ESOP allocations) is as follows: Timothy P. Smucker, $5,031 and
$2,982; Richard K. Smucker, $4,800 and $2,982; Fred A. Duncan, $5,076 and
$2,982; Charles A. Laine, $5,008 and $2,982; and Vincent C. Byrd, $4,997 and
$2,982.
(4) Mr. Laine retired as an active employee, effective April 30, 1999. He has
agreed to provide consulting services to the Company for a period of two
years following his retirement, for which he will receive compensation
totaling $207,840.
9
<PAGE> 14
STOCK OPTIONS
Set forth below is a table summarizing options granted during fiscal 1999
to the officers listed in the Summary Compensation Table under the Company's
1987 Stock Option Plan and/or the 1998 Equity and Performance Incentive Plan.
OPTION GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- --------------------------------------------------------------------------------- -------------------------
% OF TOTAL EXERCISE
OPTIONS OPTIONS GRANTED OR BASE
GRANTED TO EMPLOYEES PRICE EXPIRATION
NAME (#) IN FISCAL YEAR ($/SH) DATE 0% 5% 10%
---- ------- --------------- -------- ---------- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy P. Smucker Class A 15,000 4.4% 21.90625 10/25/08 $0 $206,700 $523,700
Class B 15,000 4.4% 20.87500 10/25/08 0 196,900 499,000
Richard K. Smucker Class A 15,000 4.4% 21.90625 10/25/08 0 206,700 523,700
Class B 15,000 4.4% 20.87500 10/25/08 0 196,900 499,000
Fred A. Duncan Class A 5,000 1.5% 21.90625 10/25/08 0 68,900 174,600
Class B 5,000 1.5% 20.87500 10/25/08 0 65,600 166,300
Charles A. Laine Class A 5,000 1.5% 21.90625 10/25/08 0 68,900 174,600
Class B 5,000 1.5% 20.87500 10/25/08 0 65,600 166,300
Vincent C. Byrd Class A 5,000 1.5% 21.90625 10/25/08 0 68,900 174,600
Class B 5,000 1.5% 20.87500 10/25/08 0 65,600 166,300
</TABLE>
- ---------------
(1) No option granted is transferable except by will or the laws of descent and
distribution. Options are exercisable to the extent of one-third of the
shares covered by the option after the optionee has been in the continuous
employ of the Company or one of its subsidiaries for one full year from the
date of grant, and to the extent of an additional one-third after each of
the next two years of continuous employment. Options also become immediately
exercisable upon the occurrence of certain events related to a change of
control of the Company.
Options exercised by the officers listed in the preceding table during the
1999 fiscal year, along with the number of unexercised options held by such
officers at fiscal year-end and the value of their unexercised, in-the-money
options, are set forth in the following table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FY-END (#) FY-END ($)
ACQUIRED ------------------------- ---------------------------
ON EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy P. Smucker Class A 6,000 $33,375 127,500 29,000 $160,625 $21,250
Class B 6,000 29,625 69,000 29,000 186,094 26,250
Richard K. Smucker Class A 0 0 127,500 29,000 160,625 21,250
Class B 0 0 69,000 29,000 186,094 26,250
Fred A. Duncan Class A 1,800 10,519 29,068 9,332 48,145 7,081
Class B 1,800 9,281 18,068 9,332 61,792 8,747
Charles A. Laine Class A 1,800 10,012 32,168 9,332 52,264 7,081
Class B 1,800 8,888 20,168 9,332 65,911 8,747
Vincent C. Byrd Class A 1,200 9,375 29,068 9,332 48,145 7,081
Class B 1,200 8,588 18,068 9,332 61,792 8,747
</TABLE>
10
<PAGE> 15
PENSION PLAN
Under The J. M. Smucker Company Employees' Retirement Plan (the "Plan"),
retirement benefits are payable to all eligible employees of the Company and its
subsidiaries, including officers. The present executive officers of the Company,
including those named in the Summary Compensation Table, are also eligible upon
retirement to receive a benefit from a nonqualified supplemental retirement plan
(the "Supplemental Plan"). The amounts set forth in the pension plan table below
assume participation in the Supplemental Plan and set forth the estimated annual
benefit, computed as a straight-life annuity, payable under the Plan, as
amended, at normal retirement (age 65):
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 30,500 $ 46,000 $ 52,500 $ 52,500 $ 52,500
150,000 40,000 58,500 66,000 66,000 66,000
175,000 49,000 71,000 80,000 80,000 80,000
200,000 58,500 83,500 93,500 93,500 93,500
225,000 68,000 96,000 107,500 107,500 107,500
250,000 77,500 108,500 121,000 121,000 121,000
300,000 96,000 133,500 148,500 148,500 148,500
400,000 133,500 183,500 203,500 203,500 203,500
450,000 152,500 208,500 231,000 231,000 231,000
500,000 171,000 233,500 258,500 258,500 258,500
650,000 227,500 308,500 341,000 341,000 341,000
800,000 283,500 383,500 423,500 423,500 423,500
</TABLE>
The Plan provides a pension based upon years of service with the Company
and upon final average pay (average base compensation [i.e., salary only] for
the five highest consecutive years during the last ten years of employment).
Benefits under the Plan are computed by adding (i) the product of one percent of
final average pay up to $30,000 annually times the participant's years of
service with the Company, plus (ii) the product of one-half percent of final
average pay in excess of $30,000 annually times the participant's years of
service with the Company. Benefits under the Supplemental Plan at retirement,
based upon years of service (maximum 25 years), are 55 percent of the average
total compensation (i.e., all compensation including salary and bonus) for the
five highest consecutive years of employment, offset by the benefits derived
from the Plan and by 100 percent of the Social Security benefit.
Messrs. Timothy P. Smucker, Richard K. Smucker, Fred A. Duncan, Vincent C.
Byrd, and Charles A. Laine were credited under the Plan with 29, 26, 21, 22 and
34 full years of benefit service at April 30, 1999.
11
<PAGE> 16
TOTAL SHAREHOLDER RETURN GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN*
APRIL 1994 THROUGH APRIL 1999
<TABLE>
<CAPTION>
J.M. SMUCKER
COMPANY S&P 500 S&P FOODS INDEX MID-CAP FOOD
------------ ------- --------------- ------------
<S> <C> <C> <C> <C>
4/94 100 100 100 100
4/95 99.85 117.35 127.46 115.19
4/96 100.59 152.66 149.2 132.24
4/97 85.86 190.83 201.31 150.06
4/98 123 269.02 266.07 179.21
4/99 110.31 327.52 236.12 155.63
</TABLE>
* Total return assumes reinvestment of dividends on a quarterly basis.
12
<PAGE> 17
OWNERSHIP OF COMMON SHARES
Timothy P. Smucker and Richard K. Smucker, Strawberry Lane, Orrville, Ohio
44667, and Andros S.A., a French corporation, BPI, 46131 Biars sur Cere, France,
are the only persons known to the Company to be beneficial owners (as
"beneficial" ownership is defined for proxy statement purposes) of more than
five percent of the Company's Class A Common Shares outstanding at July 2, 1999.
The number and percent of the shares beneficially owned at that date by them, as
well as those so owned by each director of the Company, by each officer listed
in the Summary Compensation table, and by all of the Company's directors and
officers as a group are shown in the following table. Each of the individuals
shown has sole voting and investment power with respect to the shares reflected
in the table, except as otherwise indicated. Shares shown as beneficially owned
include those that may be held either individually, jointly, or pursuant to a
trust arrangement.
<TABLE>
<CAPTION>
CLASS A COMMON SHARES CLASS B COMMON SHARES
---------------------------- ----------------------------
NO. OF SHARES PERCENT OF NO. OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING BENEFICIALLY OUTSTANDING
OWNED SHARES(3) OWNED SHARES
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Timothy P. Smucker(1)(2) 1,697,503 11.6% 1,521,909 10%
Richard K. Smucker(1)(2) 1,224,572 8.4% 1,066,195 7.2%
Andros S.A. 792,900 5.5% 0
Vincent C. Byrd(2) 40,182 .3% 24,613 .16%
Kathryn W. Dindo(4) 9,730 * 0
Fred A. Duncan(2) 58,655 .4% 36,460 .2%
Charles A. Laine 52,633 .4% 28,235 .2%
Elizabeth Valk Long(4) 3,590 * 0
Russell G. Mawby(4) 15,345 * 4,200 *
Charles S. Mechem, Jr.(4) 11,148 * 1,620 *
William H. Steinbrink(4) 12,749 * 0
Benjamin B. Tregoe, Jr.(4) 12,399 * 5,978 *
William Wrigley, Jr.(4) 10,530 * 0
24 directors and officers as a
group(2) 3,086,222 20% 2,480,310 16%
</TABLE>
- ---------------
*Less than .1%.
(1) Beneficial ownership of the following shares included in the table is
disclaimed by Richard K. Smucker: 872,760 Class A Common Shares and 832,920
Class B Common Shares held by trusts for the benefit of family members
(including Timothy P. Smucker) of which Richard K. Smucker is either trustee
with sole investment power or co-trustee with shared investment power;
106,900 Class A Common Shares and 106,900 Class B Common Shares owned by the
Willard E. Smucker Foundation of which Richard K. Smucker is a trustee with
shared investment power; and 37,740 Class A Common Shares and 36,804 Class B
Common Shares with respect to which Richard K. Smucker disclaims voting or
investment power.
Beneficial ownership of the following shares included in the table is
disclaimed by Timothy P. Smucker: 1,024,145 Class A Common Shares and
996,615 Class B Common Shares held by trusts for the benefit of family
members of which Timothy P. Smucker is a co-trustee with shared investment
power; 106,900 Class A Common Shares and 106,900 Class B Common Shares owned
by the Willard E. Smucker Foundation of which Timothy P. Smucker is a
trustee with shared investment power; and 33,898 Class A Common Shares and
33,425 Class B Common Shares with respect to which Timothy P. Smucker
disclaims voting or investment power.
The number of shares beneficially owned by all directors and officers as a
group has been computed to eliminate duplication of beneficial ownership.
13
<PAGE> 18
(2) Includes shares covered by outstanding options exercisable within 60 days,
as follows: Timothy P. Smucker, 127,500 Class A and 69,000 Class B Common
Shares; Richard K. Smucker, 127,500 Class A and 69,000 Class B Common
Shares; Fred A. Duncan, 29,068 Class A and 18,068 Class B Common Shares;
Vincent C. Byrd, 29,068 Class A and 18,068 Class B Common Shares; Charles A.
Laine, 32,168 Class A and 20,168 Class B Common Shares; and all directors
and officers as a group, 602,925 Class A and 352,125 Class B Common Shares.
(3) Because under the Company's Amended Articles of Incorporation shareholders
may be entitled to cast ten votes per share with regard to certain Class A
Common Shares and only one vote per share with regard to others, there may
not be a correlation between the percent of outstanding Class A Common
Shares owned and the voting power represented by those shares. The total
voting power of all the Class A Common Shares can be determined only at the
time of a shareholder meeting due to the need to obtain certifications as to
beneficial ownership on shares not held as of record in the names of
individuals. Based on the calculation of total voting power as of the 1998
Annual Meeting, the Class A Common Shares shown in the above table as owned
by the directors and officers as a group would represent approximately 33
percent of the Company's total voting power. No individual named in the
above table would be able to cast votes representing more than one-tenth of
one percent of the total voting power except Timothy P. Smucker (21.8]%),
Richard K. Smucker (15%), Fred A. Duncan (.4%), and Charles A. Laine (.3%).
The voting power of Timothy P. Smucker and Richard K. Smucker includes some
duplication with respect to entities for which they are cotrustees (see
footnote 1, above). The voting power of all directors and officers as a
group has been computed to eliminate duplication of beneficial ownership.
(4) Includes Class A Shares held for the benefit of the individual named under
the terms of the Company's Nonemployee Directors Stock Plan, as follows:
Elizabeth Valk Long, 3,590 shares; Kathryn W. Dindo, 8,180; Russell G.
Mawby, 11,145 shares; Charles S. Mechem, Jr., 9,528 shares; William H.
Steinbrink, 10,799 shares; Benjamin B. Tregoe, Jr., 11,030 shares; and
William Wrigley, Jr., 9,355 shares. The shares indicated are held in trust
for the directors named and are voted pursuant to their direction.
The Company has entered into agreements with Timothy P. Smucker and Richard
K. Smucker and members of their immediate families (including their mother, Mrs.
Paul H. Smucker), with Mrs. H. Ray Clark (Timothy P. Smucker and Richard K.
Smucker's aunt) and members of her immediate family, and with all executive
officers of the Company relating to the disposition of Common Shares held by
them. These shareholders are the beneficial owners of an aggregate of 4,091,392
Class A Common Shares (approximately 27 percent of the class) and 3,546,494
Class B Common Shares (approximately 23 percent of the class), of which
3,010,731 Class A and 2,468,512 Class B Common Shares are included in the above
table. Under the agreements, which have no expiration date, the Company has a
purchase option with respect to any proposed transfers of these Common Shares,
except for certain gifts and bequests to or for the benefit of family members
and for sales pursuant to any offer, merger, or similar transaction that is
approved or recommended by the Company's Board of Directors. The agreements
provide that the purchase rights thereunder may be assigned by the Company to
the Company's ESOP or any other employee benefit plan of the Company. The
agreements reflect the practice followed by the Company for a number of years of
providing for the purchase of Common Shares at prices at or somewhat below
market with the effect of establishing a method for the orderly disposition of
blocks of shares that could not otherwise be readily absorbed by the public
market. The shares so acquired by the Company have generally been used for
purposes of the Company's employee benefit plans, and shares have also been so
acquired directly by the ESOP.
Under the securities laws of the United States, the Company's directors and
executive officers are required to report their initial ownership of Common
Shares and any subsequent changes in that ownership to the Securities and
Exchange Commission and the New York Stock Exchange.
14
<PAGE> 19
Due dates for those reports are specified by those laws, and the Company is
required to disclose in this proxy statement any failure in the past year to
file by the required dates. All of the filing requirements were satisfied. For
purposes of these disclosures, the Company has relied solely on written
representations of its reporting persons and on copies of the reports that those
persons have filed with the Securities and Exchange Commission.
RATIFICATION OF APPOINTMENT OF AUDITORS
Ernst & Young LLP has been appointed as the Company's independent auditors
for the fiscal year ending April 30, 2000, subject to ratification by the
shareholders. Ernst & Young LLP has served as the Company's independent auditors
since 1955.
A representative of Ernst & Young LLP is expected to be present at the
meeting with an opportunity to make a statement if so desired and to respond to
appropriate questions with respect to that firm's examination of the Company's
financial statements and records for the fiscal year ended April 30, 1999.
In the event of a negative vote on ratification, the selection will be
reconsidered.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended April 30, 1999,
was mailed to each shareholder on or about July 15, 1999.
2000 SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the proxy statement for next year's Annual Meeting of Shareholders
is expected to be March 17, 2000.
VOTING RIGHTS OF COMMON SHARES
Class A Common Shares generally entitle the holders thereof to vote on all
matters properly submitted to the shareholders of the Company. Class B Common
Shares have no voting rights, except as otherwise required under the Ohio
General Corporation Law in certain limited circumstances.
The Company's current Amended Articles of Incorporation generally provide
that each Class A Common Share entitles the holder thereof to ten votes on each
matter to be considered at any meeting of shareholders, except that no holder is
entitled to exercise more than one vote on any such matter in respect of any
Class A Common Share with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the record date for the
meeting. Thus, after a person or group of persons having beneficial ownership of
specified Class A Common Shares sells such shares or otherwise transfers their
beneficial ownership, the new holder of those shares generally will be entitled
to one vote per share until the shares have been held without any further change
in beneficial ownership for four years. At the expiration of that four-year
period, the shareholder then will become entitled to ten votes per Class A
Common Share, provided that no further changes in beneficial ownership occur and
other applicable conditions are satisfied.
The express terms of the Class A Common Shares provide that a change in
beneficial ownership occurs whenever any change occurs in the person or group of
persons who has or shares voting power, investment power, the right to receive
sale proceeds, or the right to receive dividends or other distributions in
respect of those Class A Common Shares. In the absence of
15
<PAGE> 20
proof to the contrary, a change in beneficial ownership will be deemed to have
occurred whenever Class A Common Shares are transferred of record into the name
of any other person. Moreover, corporations, general partnerships, limited
partnerships, voting trustees, banks, brokers, nominees, and clearing agencies
will be entitled to only one vote per share on Class A Common Shares held of
record in their respective names unless proof is provided to establish that
there has been no change in the person or persons who direct the exercise of any
of the rights of beneficial ownership. Thus, shareholders who hold Class A
Common Shares in "street" name or through any of the other indirect methods
mentioned above must submit proof of beneficial ownership to the Company's
transfer agent in order to be entitled to exercise ten votes per share. See
"Voting by Proxy and Confirmation of Beneficial Ownership."
The foregoing is merely a summary of the voting terms of the Common Shares
and should be read in conjunction with, and is qualified in its entirety by
reference to, the express terms of those Common Shares as set forth in the
Company's current Amended Articles of Incorporation. A copy of the pertinent
portions of those express terms is provided with this proxy statement to "street
name" and other indirect holders and is available upon request to any other
shareholder.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To assure that your Class A Common Shares will be represented at the
meeting, please complete, sign, and return the enclosed proxy in the envelope
provided for that purpose whether or not you expect to attend. Class A Common
Shares represented by a valid proxy will be voted as specified. The Company has
no knowledge of any other matters to be presented to the meeting, but, in the
event other matters do properly come before the meeting, the persons named in
the proxy will vote in accordance with their judgment on such matters.
Any shareholder, without affecting any vote previously taken, may revoke a
writing appointing a proxy by a later dated proxy or by giving notice of
revocation to the Company in writing (addressed to the Company at Strawberry
Lane, Orrville, Ohio 44667-0280, Attention -- Secretary) or in open meeting.
As indicated on the first page of this proxy statement and under "Voting
Rights of Common Shares," the number of votes that each shareholder will be
entitled to cast at the meeting will depend on whether or not there has been a
change in beneficial ownership with respect to each of such holder's Class A
Common Shares during the four years preceding the record date of July 5, 1999.
The Company has developed procedures regarding the proof that will be required
for determinations of beneficial ownership. Specifically, Class A Common Shares
held of record in the names of banks, brokers, nominees, and certain other
entities are covered by special proxy cards. Those proxy cards have been
provided to the record holders for completion by the beneficial owners. The
beneficial owner cards include a form of certification as to changes in
beneficial ownership. If that certification is not completed, a change in
beneficial ownership will be deemed to have occurred with respect to all the
Class A Common Shares covered thereby, so that the holder will be entitled to
only one vote per share for all of those shares.
STEVEN J. ELLCESSOR
Vice President-Administration, Secretary,
and General Counsel
By Order of the
Board of Directors
16
<PAGE> 21
[MAP GRAPHIC]
<PAGE> 22
PROXY
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J.M. SMUCKER COMPANY
to be held on August 17, 1999, and at any adjournment, TIMOTHY P.
SMUCKER, RICHARD K. SMUCKER, and STEVEN J. ELLCESSOR, and each of
them, are hereby authorized to represent me and vote my shares on
the following:
<TABLE>
<S> <C>
1. Election of Directors to the class whose term of office (change of address and comments)
will expire in 2002. The nominees of the Board of ------------------------------------
Directors are: ------------------------------------
------------------------------------
Vincent C. Byrd, Elizabeth Valk Long, and William ------------------------------------
Wrigley, Jr. (If you have written in the above
2. Ratification of appointment of auditors. space, please mark the corresponding
box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED SEE REVERSE
ENVELOPE-- SIDE
NO POSTAGE NECESSARY
</TABLE>
................................................................................
DETACH CARD
<PAGE> 23
THE J.M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
<TABLE>
<CAPTION>
FOR WITHHELD FOR ALL
ALL ALL EXCEPT: FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of Directors -- [ ] [ ] [ ] 2. Proposal to ratify appointment of [ ] [ ] [ ]
(see reverse) auditors.
For, except vote withheld from the following THE BOARD OF DIRECTORS RECOMMENDS A
nominee(s): VOTE FOR THE PROPOSAL DESCRIBED
IN ITEM 2.
- ---------------------------------------------
UNLESS OTHERWISE SPECIFIED BELOW,
THIS PROXY WILL BE VOTED FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES
LISTED ON THE REVERSE AND FOR
THE PROPOSAL DESCRIBED IN ITEM 2.
</TABLE>
Will attend meeting [ ]
Number attending ___
Change of
Address/Comments [ ]
Dated: , 1999
----------------
-----------------------------
Signature(s)
----------------------------
NOTE: Please sign your name
as it appears in print
and in case of
multiple or joint
ownership, all should
sign.
................................................................................
FOLD AND DETACH HERE
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE INDICATED BOX ON YOUR PROXY
ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE ON YOUR CARD.
DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS
PER SHAREHOLDER ACCOUNT WILL BE PROVIDED.
<PAGE> 24
VOTING
INSTRUCTIONS
PRINTER -- PLEASE PRINT SOLID YELLOW STRIP ACROSS THE TOP OF THIS CARD
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER THE
J.M. SMUCKER EMPLOYEE SAVINGS PLAN (THE "PLAN").
I, the undersigned, as a Participant in or a Beneficiary of the Plan,
hereby instruct the Trustee to vote (in person or by proxy), in
accordance with my confidential instructions on the reverse and the
provisions of the Plan, all Class A Common Shares of The J.M. Smucker
Company (the "Company") allocated to my account under the Plan
("Allocated Shares") as well as a portion of all non-directed shares as
determined in accordance with the terms of the Plan ("Non-directed
Shares"), as of the record date for the Annual Meeting of Shareholders
of the Company to be held on August 17, 1999. By completing, signing,
and returning this voting instruction card I instruct the Trustee to
vote all Allocated Shares as well as all Non-directed Shares of Common
Stock the same way. If I wish to vote the Non-directed Shares
differently from the Allocated Shares or do not wish to vote the
Non-directed Shares at all I will request a separate voting instruction
card from Key Trust Company of Ohio, N.A. at P.O. Box 94717, Cleveland,
Ohio 44101, (216) 689-3639.
<TABLE>
<S> <C>
1. Election of Directors to the class whose term of office (change of address and comments)
will expire in 2002. ------------------------------------
The nominees of the Board of Directors are: ------------------------------------
------------------------------------
Vincent C. Byrd, Elizabeth Valk Long, and William Wrigley, ------------------------------------
Jr. (If you have written in the above
space, please mark the corresponding
2. Ratification of appointment of auditors. box on the reverse side of this
card.)
Only one box should be checked for voting your Allocated
Shares and Non-directed Shares. The Trustee will vote any
shares allocated to your account for which timely
instructions are not received from you by 12:00 noon August
13, 1999, in accordance with the Plan.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED SEE REVERSE
ENVELOPE-- SIDE
NO POSTAGE NECESSARY
</TABLE>
DETACH CARD
- --------------------------------------------------------------------------------
<PAGE> 25
THE J.M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
<TABLE>
<CAPTION>
FOR WITHHELD FOR ALL
ALL ALL EXCEPT: FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Election of Directors -- 2. Proposal to ratify appointment of
(see reverse) auditors.
For, except vote withheld from THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
the following nominee(s): THE PROPOSAL DESCRIBED IN ITEM 2.
- ------------------------------- UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS
OF THE NOMINEES LISTED ON THE REVERSE AND FOR
THE PROPOSAL DESCRIBED IN ITEM 2.
</TABLE>
Change of
Address/Comments [ ]
Dated:_______________, 1999
---------------------------
Signature(s)
---------------------------
NOTE: Please sign your name
as it appears in print.
................................................................................
FOLD AND DETACH HERE
<PAGE> 26
VOTING
INSTRUCTIONS
PRINTER -- PLEASE PRINT SOLID GREEN STRIP ACROSS THE TOP OF THIS CARD
TO: KEY TRUST COMPANY OF OHIO, N.A., TRUSTEE (THE "TRUSTEE") UNDER THE
J.M. SMUCKER EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN").
I, the undersigned, as a Participant in or a Beneficiary of the Plan,
hereby instruct the Trustee to vote (in person or by proxy), in
accordance with my confidential instructions on the reverse and the
provisions of the Plan, all Class A Common Shares of The J.M. Smucker
Company (the "Company") allocated to my account under the Plan
("Allocated Shares"), a portion of those unallocated shares held in the
ESOP Suspense Account ("Unallocated Shares"), as well as a portion of
all non-directed shares ("Non-directed Shares") as determined in
accordance with the terms of the Plan, as of the record date for the
Annual Meeting of Shareholders of the Company to be held on August 17,
1999. By completing, signing, and returning this voting instruction
card I instruct the Trustee to vote all Allocated Shares as well as all
Non-directed and Unallocated Shares of Common Stock the same way. If I
wish to vote the Non-directed and Unallocated Shares differently from
the Allocated Shares or do not wish to vote the Non-directed and
Unallocated Shares at all I will request a separate voting instruction
card from Key Trust Company of Ohio, N.A. at P.O. Box 94717, Cleveland,
Ohio 44101, (216) 689-3639.
<TABLE>
<S> <C>
1. Election of Directors to the class whose term of office (change of address and comments)
will expire in 2002.
The nominees of the Board of Directors are: ____________________________________
Vincent C. Byrd, Elizabeth Valk Long, and William ____________________________________
Wrigley, Jr. ____________________________________
2. Ratification of appointment of auditors. ____________________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this
Only one box should be checked for voting your Allocated card.)
Shares, Unallocated Shares and Non-directed Shares. The
Trustee will vote any shares allocated to your account for
which timely instructions are not received from you by 12:00
noon August 13, 1999, in accordance with the Plan.
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED SEE REVERSE
ENVELOPE-- SIDE
NO POSTAGE NECESSARY
</TABLE>
..............................................................................
DETACH CARD
<PAGE> 27
THE J.M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
<TABLE>
<CAPTION>
FOR WITHHELD FOR ALL
ALL ALL EXCEPT: FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. Election of Directors -- [ ] [ ] [ ] 2. Proposal to ratify appointment [ ] [ ] [ ]
(see reverse) of auditors.
For, except vote withheld from the following
nominee(s): THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE PROPOSAL DESCRIBED
IN ITEM 2.
- ---------------------------------------------
UNLESS OTHERWISE SPECIFIED BELOW,
THIS PROXY WILL BE VOTED FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES
LISTED ON THE REVERSE AND FOR
THE PROPOSAL DESCRIBED IN ITEM 2.
</TABLE>
Change of
Address/Comments [ ]
Dated:_______________, 1999
----------------------------
Signature(s)
----------------------------
NOTE: Please sign your
name as it appears in print.
...............................................................................
FOLD AND DETACH HERE
<PAGE> 28
PROXY
PRINTER -- PLEASE PRINT SOLID BLUE STRIP ACROSS THE TOP OF THIS CARD
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J.M. SMUCKER COMPANY
to be held on August 17, 1999, and at any adjournment, TIMOTHY P.
SMUCKER, RICHARD K. SMUCKER, and STEVEN J. ELLCESSOR, and each of
them, are hereby authorized to represent me and vote my shares on
the following:
<TABLE>
<S> <C>
1. Election of Directors to the class whose term of office (change of address and comments)
will expire in 2002. The nominees of the Board of ____________________________________
Directors are: ____________________________________
____________________________________
Vincent C. Byrd, Elizabeth Valk Long, and William ____________________________________
Wrigley, Jr. (If you have written in the above
space, please mark the corresponding
2. Ratification of appointment of auditors. box on the reverse side of this
card.)
</TABLE>
<TABLE>
<S> <C>
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED SEE REVERSE
ENVELOPE-- SIDE
NO POSTAGE NECESSARY
</TABLE>
..............................................................................
DETACH CARD
<PAGE> 29
THE J.M. SMUCKER COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
<TABLE>
<CAPTION>
FOR WITHHELD FOR ALL
ALL ALL EXCEPT: FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] [ ] [ ] [ ] [ ] [ ]
1. Election of Directors -- 2. Proposal to ratify appointment of
(see reverse) auditors.
For, except vote withheld from
the following nominee(s): THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE PROPOSAL DESCRIBED IN ITEM 2.
- -------------------------------
BY SIGNING BELOW, THE UNDERSIGNED:
(A) INSTRUCTS THAT THIS PROXY BE VOTED AS
MARKED; AND
(B) CERTIFIES THAT OF THE TOTAL NUMBER OF
CLASS A SHARES REPRESENTED BY THIS PROXY,
________ HAVE BEEN OWNED SINCE BEFORE JULY
5, 1995, AND _________ WERE ACQUIRED ON OR
AFTER JULY 5, 1995.
IF NO CERTIFICATION IS MADE, IT WILL BE
DEEMED THAT ALL CLASS A COMMON
SHARES COVERED
BY THIS PROXY
WERE ACQUIRED
ON OR AFTER
JULY 5, 1995.
</TABLE>
Dated:_______________, 1999
---------------------------
Signature(s)
---------------------------
NOTE: Please sign your name
as it appears in print.
................................................................................
FOLD AND DETACH HERE
PLEASE NOTE THAT ADMISSION TO THE ANNUAL MEETING WILL BE BY ADMISSION CARD ONLY.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE WRITE TO THE CORPORATE SECRETARY
AT STRAWBERRY LANE, ORRVILLE, OHIO 44667-0280 TO REQUEST AN ADMISSION CARD.
IF YOUR SHARES ARE NOT HELD IN YOUR NAME, PLEASE FURNISH PROOF OF
SHAREHOLDER STATUS, SUCH AS A BANK OR BROKERAGE FIRM ACCOUNT STATEMENT.
ALSO, IF YOU PLAN TO BRING A GUEST, PLEASE SO STATE IN YOUR REQUEST FOR AN
ADMISSION CARD. DUE TO SPACE LIMITATIONS, NO MORE THAN TWO ADMISSION CARDS
PER SHAREHOLDER ACCOUNT WILL BE PROVIDED.
<PAGE> 30
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED BELOW AND FOR THE PROPOSAL DESCRIBED IN ITEM
2.
THE J.M. SMUCKER COMPANY
THIS PROXY FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
At the Annual Meeting of Shareholders of THE J.M. SMUCKER COMPANY to be
held on August 17, 1999, and at any adjournment, TIMOTHY P. SMUCKER, RICHARD K.
SMUCKER, and STEVEN J. ELLCESSOR, and each of them, are hereby authorized to
represent me and vote my shares on the following:
1. Election of Directors to the class whose term of office will expire in
2002. The nominees of the Board of Directors are:
Vincent C. Byrd, Elizabeth Valk Long, and William Wrigley, Jr.
(INSTRUCTION: In the table on the reverse side indicate the number of
shares withheld as to each nominee in the column marked
"Against")
2. Proposal to ratify appointment of auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Any other matter that may properly come before this meeting.
The Board of Directors recommends a vote for the proposal described in
Item 2.
<PAGE> 31
(Continued from the reverse side)
<TABLE>
<CAPTION>
CLASS A SHARES OWNED BY THE BENEFICIAL
OWNERS SINCE BEFORE JULY 5, 1995
-------------------------------------------------------
FOR AGAINST ABSTAIN
----------------- ----------------- -----------------
(Post number of shares NOT number of votes)
<S> <C> <C> <C>
1. Directors
Vincent C. Byrd shs. shs.
Elizabeth Valk Long shs. shs.
William Wrigley, Jr. shs. shs.
2. Proposal to ratify
appointment of auditors shs. shs. shs.
<CAPTION>
CLASS A SHARES
ACQUIRED BY THE
BENEFICIAL
OWNERS ON OR
AFTER JULY 5,
1995
-----------------
FOR
-----------------
(Post number of
shares NOT number AGAINST ABSTAIN
of votes) ----------------- -----------------
<S> <C> <C> <C>
1. Directors
Vincent C. Byrd shs. shs.
Elizabeth Valk Long shs. shs.
William Wrigley, Jr. shs. shs.
2. Proposal to ratify
appointment of auditors shs. shs. shs.
</TABLE>
POST ONLY RECORD POSITION; DO NOT TABULATE VOTES
Signed this __ date of ____ 1999.
---------------------------------
---------------------------------
Signature of Shareholder
Please sign your name as it
appears in print and, in case of
multiple or joint ownership, all
should sign.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE
NECESSARY
<PAGE> 32
[SMUCKER'S LOGO]
Dear Shareholder:
The enclosed proxy card for Class A Common Shares of The J. M. Smucker
Company ("Smucker") is a little different from most proxy cards. It not only
permits you to give instructions as to how to vote your Class A Common Shares,
but also provides for certification as to how long you have been the beneficial
owner of your shares. That certification will determine how many votes you will
be entitled to cast at the Annual Meeting to be held on August 17, 1999.
The number of votes to which you will be entitled depends on whether or not
there has been any change since July 5, 1995 (the date which is four years prior
to the record date for the Annual Meeting), in the "beneficial ownership" of
your Class A Common Shares, as that phrase is defined in Smucker's Amended
Articles of Incorporation. Generally speaking, this means that if you own Class
A Common Shares that were purchased prior to July 5, 1995, you will be entitled
to ten votes for each of those shares. You will have only one vote per share,
though, for Class A Common Shares purchased on or after July 5, 1995.
Even though you have shares acquired on or after July 5, 1995, you may be
entitled to ten votes per share under certain circumstances. Those circumstances
and other aspects of the voting rights of the holders of Class A Common Shares
are governed by the Amended Articles of Incorporation, pertinent portions of
which are set forth on the reverse side of this letter. If you have questions,
please contact either our Corporate Secretary's office or our Transfer Agent,
Harris Trust and Savings Bank. Their addresses and telephone numbers are listed
in our Annual Report.
IT IS IMPORTANT THAT YOU COMPLETE THE CERTIFICATION AND INSTRUCTION ON THE
ACCOMPANYING PROXY CARD. IF YOU DO NOT FILL IN THE BLANKS, IT WILL BE ASSUMED
THAT ALL THE CLASS A COMMON SHARES REPRESENTED BY YOUR PROXY WERE ACQUIRED ON OR
AFTER JULY 5, 1995, AND YOU WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE FOR ALL
THOSE SHARES.
/s/ Tim Smucker
TIMOTHY P. SMUCKER
Chairman
/s/ Richard K. Smucker
RICHARD K. SMUCKER
President
<PAGE> 33
EXPRESS TERMS OF CLASS A SHARES
(a) Each outstanding Class A Share shall entitle the holder thereof to ten
votes on each matter properly submitted to the shareholders for their vote,
consent, waiver, release or other action, other than any matter submitted to the
shareholders for purposes solely of Article Fifth hereof; except that no holder
shall be entitled to exercise more than one vote on any such matter in respect
of any Class A Share with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the date on which a
determination is made of the shareholders who are entitled to take any such
action; and except that no holder shall be entitled to exercise more than one
vote on any such matter in respect of any Class A Share if the aggregate voting
power such holder otherwise would be entitled to exercise as of the date of such
a determination (disregarding the voting power of any Class A Shares held by
such holder on August 20, 1985 or acquired by such holder in a transaction not
involving any change in beneficial ownership by reason of paragraph (c) of this
Division II) would constitute one-fifth or more of the voting power of the
Company and the holders of the Class A Shares have not authorized the ownership
of Class A Shares by such person as and to the extent contemplated by Article
Seventh hereof.
(b) A change in beneficial ownership of an outstanding Class A Share shall
be deemed to have occurred whenever a change occurs in any person or group of
persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (1) voting power, which
includes the power to vote, or to direct the voting of such Class A Share, (2)
investment power, which includes the power to direct the sale or other
disposition of such Class A Share, (3) the right to receive or retain the
proceeds of any sale or other disposition of such Class A Share or (4) the right
to receive any distributions, including cash dividends, in respect of such Class
A Share.
(A) In the absence of proof to the contrary provided in accordance with
the procedures referred to in paragraph (d) of this Division II, a change in
beneficial ownership shall be deemed to have occurred whenever a Class A
Share is transferred of record into the name of any other person.
(B) In the case of a Class A Share held of record in the name of a
corporation, general partnership, limited partnership, voting trustee, bank,
trust company, broker, nominee or clearing agency, if it has not been
established pursuant to such procedures that there has been no change in the
person or persons who direct the exercise of the rights referred to in
clauses (b)(l) through (b)(4) of this Division II with respect to such Class
A Share during the period of four years immediately preceding the date on
which a determination is made of the shareholders who are entitled to take
any action (or since August 20, 1985 for any period ending on or before
August 19, 1989), then a change in beneficial ownership shall be deemed to
have occurred during such period.
(C) In the case of a Class A Share held of record in the name of any
person as a trustee, agent, guardian or custodian under the Uniform Gifts to
Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of
such trust, the principal of such agent, the ward of such guardian or the
minor for whom such custodian is acting or in such trustee, agent, guardian
or custodian.
(D) In the case of Class A Shares beneficially owned by a person or
group of persons who, after acquiring directly or indirectly the beneficial
ownership of five percent of the outstanding Class A Shares, failed to
notify the Company of such ownership, a change in beneficial ownership of
such Class A Shares shall be deemed to occur on each day while such failure
continues.
(c) Notwithstanding anything in this Division II to the contrary, no change
in beneficial ownership shall be deemed to have occurred solely as a result of:
(1) any event that occurred prior to August 20, 1985 or pursuant to the
terms of any contract (other than a contract for the purchase and sale of
Class A Shares contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of Class A Shares is a party;
(2) any transfer of any interest in a Class A Share pursuant to a
bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for the purpose of
circumventing this Article Fourth;
(3) any change in the beneficiary of any trust, or any distribution of a
Class A Share from trust, by reason of the birth, death, marriage or divorce
of any natural person, the adoption of any natural person prior to age 18 or
the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship
or custodial arrangement;
(4) any appointment of a successor trustee, agent, guardian or custodian
with respect to a Class A Share if neither such successor has nor its
predecessor had the power to vote or to dispose of such Class A Share
without further instructions from others;
(5) any change in the person to whom dividends or other distributions in
respect of a Class A Share are to be paid pursuant to the issuance or
modification of a revocable dividend payment order; or
(6) any issuance of a Class A Share by the Company or any transfer by
the Company of a Class A Share held in treasury unless otherwise determined
by the Board of Directors at the time of authorizing such issuance or
transfer.
(d) For purposes of this Division II, all determinations concerning changes
in beneficial ownership, or the absence of any such change, shall be made by the
Company or, at any time when a transfer agent is acting with respect to the
Class A Shares, by such transfer agent on the Company's behalf. Written
procedures designed to facilitate such determinations shall be established by
the Company and refined from time to time. Such procedures shall provide, among
other things, the manner of proof of facts that will be accepted and the
frequency with which such proof may be required to be renewed. The Company and
any transfer agent shall be entitled to rely on all information concerning
beneficial ownership of the Class A Shares coming to their attention from any
source and in any manner reasonably deemed by them to be reliable, but neither
the Company nor any transfer agent shall be charged with any other knowledge
concerning the beneficial ownership of the Class A Shares.
(e) In the event of any stock split or stock dividend with respect to the
Class A Shares, each Class A Share acquired by reason of such split or dividend
shall be deemed to have been beneficially owned by the same person continuously
from the same date as that on which beneficial ownership of the Class A Share,
with respect to which such Class A Share was distributed, was acquired.
(f) Each Class A Share, whether at any particular time the holder thereof is
entitled to exercise ten votes or one, shall be identical to all other Class A
Shares in all respects, and together the Class A Shares shall constitute a
single class of shares of the Company.
<PAGE> 34
[SMUCKER'S LOGO]
VOTING PROCEDURES -- BENEFICIAL OWNERS
CLASS A COMMON SHARES OF THE J. M. SMUCKER COMPANY
To All Banks, Brokers, and Nominees:
In accordance with the Amended Articles of Incorporation of The J. M.
Smucker Company ("Smucker"), shareholders who were holders of Class A Common
Shares of record on July 5, 1999, and who acquired Smucker Class A Common Shares
prior to July 5, 1995, will be able to cast ten votes per share on those shares
at the Annual Meeting to be held on August 17, 1999. Those holders of record who
acquired their Class A Common Shares on or after July 5, 1995, are, with certain
exceptions, entitled to cast one vote per share on the Class A Common Shares so
acquired.
To enable Smucker to tabulate the voting by beneficial owners of Class A
Common Shares held in your name, a special proxy card has been devised in
accordance with suggestions made by representatives of brokerage houses and
banks. On this card, the beneficial owner will certify the numbers of ten-vote
shares and one-vote shares, respectively, he or she is entitled to vote, and
will by the same signature give instructions as to the voting of those shares.
ALL UNCERTIFIED SHARES, WHETHER INSTRUCTED OR NOT, ARE TO BE LISTED AS ONE-VOTE
SHARES. THIS IS NOT TO BE REGARDED AS A NON-ROUTINE VOTE MERELY BECAUSE OF THE
NATURE OF THE VOTING RIGHTS OF THE COMMON SHARES. The beneficial owner proxy
card certification is as follows:
By signing below, the undersigned:
(A) instructs that this proxy be voted as marked; and
(B) certifies that of the total number of Class A Shares represented
by this proxy, _______ have been owned since BEFORE July 5,
1995, and _______ were acquired ON OR AFTER July 5, 1995.
If no certification is made, it will be deemed that ALL
Class A Common Shares represented by this proxy were
acquired on or after July 5, 1995.
The BROKER'S proxy card has also been designed to accommodate the voting of
the Class A Common Shares.
Please note, you do NOT have to TABULATE, only RECORD the numbers shown on
the certification. Please note also that you do NOT certify if you are a broker;
the beneficial owner certifies.
If you are a bank, you may wish to follow your usual procedures and furnish
the beneficial owner's proxy card to the beneficial owner for return directly to
Smucker's transfer agent. The beneficial owner will then complete the
certification before returning the card.
VOTE ONLY CLASS A COMMON SHARES; SMUCKER CLASS B COMMON SHARES HAVE NO
VOTING RIGHTS. BENEFICIAL OWNERS WHO HOLD CLASS B COMMON SHARES ONLY SHOULD NOT
RECEIVE PROXY CARDS OR "DEAR SHAREHOLDER" LETTERS; SEND THEM ONLY ANNUAL REPORTS
AND PROXY STATEMENTS.
