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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 22, 1999
THE J.M. SMUCKER COMPANY
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Ohio 1-05111 34-0538550
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(State or other jurisdiction of incorporation) (Commission (IRS Employer Identification No.)
File Number)
Strawberry Lane, Orrville, Ohio 44667
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (330) 682-3000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On April 22, 1999, the Directors of The J.M. Smucker Company, an Ohio
corporation (the "Company"), declared a dividend distribution of one class A
right (a "Class A Right") for each share of class A common stock, without par
value ("Class A Common Shares"), and one class B right (a "Class B Right" and,
together with the Class A Rights, the "Rights") for each share of class B common
stock, without par value ("Class B Common Shares" and, together with the Class A
Shares, the "Common Shares"), of the Company outstanding as of May 14, 1999 (the
"Record Date"). The dividend was declared pursuant to the terms of a Rights
Agreement, dated as of April 22, 1999 (the "Rights Agreement") by and between
the Company and Harris Trust and Savings Bank, as Rights Agent. The Rights
Agreement also provides, subject to specified exceptions and limitations, that
Common Shares issued or delivered from the Company's treasury after the Record
Date will be entitled to and accompanied by Class A Rights or Class B Rights, as
the case may be. The Rights are in all respects subject to and governed by the
provisions of the Rights Agreement, a copy of which (including all exhibits
thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this
reference. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of
Certificate of Adoption of Amendment to
Amended Articles of Incorporation as Exhibit
A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Stock as Exhibit C
thereto)
99.1 Form of letter to stockholders, dated May
1999
99.2 Press release, dated April 23, 1999
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE J.M. SMUCKER COMPANY
By: /s/ Steven J. Ellcessor
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Name: Steven J. Ellcessor
Title: Vice President - Administration
Secretary, and General Counsel
Dated: April 23, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment to Amended Articles of
Incorporation as Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a Summary of Rights
to Purchase Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated May 1999
99.2 Press release, dated April 23, 1999
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Exhibit 99.1
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May ____, 1999
To Our Shareholders:
We are pleased to inform you that The J. M. Smucker Company has adopted a share
purchase rights plan.
This action was taken after long and careful study and was not taken in response
to any pending takeover or proposed change in control of the Company. The plan
is intended to protect the Company and its shareholders from potentially
coercive takeover practices or takeover bids which are inconsistent with the
interests of the Company and its shareholders. The adoption of a share purchase
rights plan has become common practice in major American companies and a well
accepted approach to ensuring that all shareholders receive a fair price and are
treated equally in the event of a takeover.
To effect the plan, the Directors declared a dividend of one share purchase
right for each outstanding share of the Company's common stock. The distribution
is being made to shareholders of record as of the close of business on May 14,
1999.
Under the plan, the rights will initially trade together with the Company's
common stock and will not be exercisable. In the absence of further action by
the Directors, the rights issued under the plan generally will become
exercisable and allow the holder to acquire shares of the Company's Class A or
Class B common stock at a discounted price if a person or group acquires 10
percent or more of the Company's Class A common stock or 15 percent of the
Company's Class B common stock. Rights held by persons who exceed the applicable
threshold(s) will be void. Under certain circumstances, the rights will entitle
the holder to buy shares in an acquiring entity at a discounted price.
The plan also includes an exchange option. In general, after the rights become
exercisable, the Directors may, at their option, effect an exchange of part or
all of the rights (other than rights that have become void) for shares of the
Company's Class A or Class B common stock. Under this option, the Company would
issue one share of Class A or Class B common stock for each right, subject to
adjustment in certain circumstances.
The Company's Board of Directors may, at its option, redeem all rights for $.01
per right, generally at any time prior to the rights becoming exercisable. The
rights will expire May 14, 2009, unless earlier redeemed, exchanged, or amended
by the Directors.
The issuance of the rights is not a taxable event, will not affect the Company's
reported financial condition or results of operations (including earnings per
share), should not interfere with the Company's
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operating, financing, or investing activities, and will not change the way in
which the Company's common stock is currently traded.
A summary of the share purchase rights plan (which explains the terms and nature
of the rights) is enclosed. Shareholders are encouraged to review the summary
carefully and retain it with their permanent records.
In adopting the share purchase rights plan, the Board has expressed its
confidence in the Company's future and its determination that you, our
shareholders, be given every opportunity to participate fully in that future.
On behalf of the directors,
[Name]
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Exhibit 99.2
J. M. SMUCKER ANNOUNCES
ADOPTION OF SHARE PURCHASE RIGHTS PLAN
FOR IMMEDIATE RELEASE The J. M. Smucker Company
Strawberry Lane, Orrville, Ohio 44667
(330) 682-3000
Contact: Steven J. Ellcessor, Vice President -
Administration, Secretary, and
General Counsel
ORRVILLE, OHIO, April 23, 1999. The J. M. Smucker Company (NYSE: SJM.A and
SJM.B) announced today that its Board of Directors has approved the adoption of
a share purchase rights plan. Under the plan, the Company will distribute rights
as a dividend at the rate of one Class A right for each Class A common share and
one Class B right for each Class B common share held by shareholders of record
on May 14, 1999.
According to Timothy P. Smucker, Chairman of The J. M. Smucker Company, "This
action was taken after careful study and was not taken in response to any
pending takeover of the Company. The rights plan is intended to protect the
Company and its shareholders from potentially coercive takeover practices or
takeover bids that are inconsistent with the interests of the Company and its
shareholders. The adoption of a share purchase rights plan has become common
practice in major American companies and a well accepted approach to ensuring
that all shareholders are treated equally. In enacting the rights plan, the
Company wants to make clear that investors planning to make a significant
investment in the Company are expected to be forthright about their intentions.
In that context, we are aware of one current investor that, while disclaiming
any takeover intent, has accumulated a small position in our Class A shares, and
we are in conversations with that investor to better understand its intentions."
Commenting further, Mr. Smucker added, "Anyone who is familiar with our Company
understands that the block of shares controlled by insiders, combined with the
effect of our time-phase voting structure giving long-term shareholders ten
votes per share, protects the ability of the Company to maintain its
independence. We believe strongly that the long term interests of the Company,
its shareholders, and its employees will be best served by the continued
stewardship of the Smucker's brand by those who are closest to it and care most
about it. Because of that, independence will continue to be one of our Basic
Beliefs. Indeed, we feel very positively about the current direction of our
Company. We believe that our strategy for future growth and for development of
our brands is sound and is beginning to make a real difference in our
performance. Each of our businesses is making good progress, and our confidence
is reflected in the previously announced decision of our Board to increase our
dividend by 7 percent. That confidence is also reflected in our decision to make
a private placement of $50 million in senior unsecured debt in the next month or
so in order to help fund investments in our current business and acquisitions.
We also plan to use at least a small portion of those funds to increase our
stock repurchase activity."
Under the plan, the rights will initially trade together with the Company's
common stock and will not be exercisable. In the absence of further action by
the directors, the rights generally will become exercisable and allow the holder
to acquire the Company's Class A common shares or Class B common shares at a
discounted price if a person or group acquires 10% or more of the outstanding
Class A common shares or 15% or more of the Company's outstanding common shares.
Rights held by persons who exceed the applicable thresholds will be void. Shares
held by members of the Smucker family are not subject to the
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thresholds. Under certain circumstances, the rights will entitle the holder to
buy shares in an acquiring entity at a discounted price.
The plan also includes an exchange option. In general, after the rights become
exercisable, the directors may, at their option, effect an exchange of part or
all of the rights--other than rights that have become void--for shares of the
Company's common stock. Under this option, the Company would issue one Class A
common share for each Class A right and one Class B common share for each Class
B right, in each case subject to adjustment in certain circumstances.
The Company's Directors may, at their option, redeem all rights for $.01 per
right, generally at any time prior to the rights becoming exercisable. The
rights will expire May 14, 2009, unless earlier redeemed, exchanged, or amended
by the directors.
The issuance of the rights is not a taxable event, will not affect the Company's
reported financial condition or results of operations (including earnings per
share), and will not change the manner in which the Company's common shares are
currently traded.
The J. M. Smucker Company (http://www.smucker.com) is the nation's leading
producer of branded preserves, jams, jellies, and other fruit spread products,
health and natural foods, beverages, ice cream toppings, and natural peanut
butter.
