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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
(AMENDMENT NO. 1)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES ACT OF 1934
THE J. M. SMUCKER COMPANY
(Name of Issuer)
THE J. M. SMUCKER COMPANY
JMS-OHIO, INC.
(Names of Person(s) Filing Statement)
CLASS A COMMON SHARES, WITHOUT PAR VALUE
CLASS B COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
CLASS A COMMON SHARES: 832696108
CLASS B COMMON SHARES: 832696207
(CUSIP Number of Class of Securities)
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STEVEN J. ELLCESSOR, ESQ. STEVEN J. ELLCESSOR, ESQ.
VICE PRESIDENT, FINANCE AND ADMINISTRATION SECRETARY
THE J. M. SMUCKER COMPANY JMS-OHIO, INC.
STRAWBERRY LANE STRAWBERRY LANE
ORRVILLE, OHIO 44667-0280 ORRVILLE, OHIO 44667-0280
(330) 682-3000 (330) 682-3000
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
LYLE G. GANSKE, ESQ.
DAVID P. PORTER, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
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This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |X| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
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This amended Rule 13e-3 Transaction Statement (this "Statement") is being
filed with the Securities and Exchange Commission (the "Commission") in
connection with the merger (the "Merger") of JMS-Ohio, Inc., a wholly owned
subsidiary of The J. M. Smucker Company ("JMS-Ohio") with and into The
J. M. Smucker Company ("Smucker"), with Smucker continuing as the surviving
corporation (the "Surviving Corporation"), pursuant to an Agreement of Merger
(the "Merger Agreement") by and among Smucker and JMS-Ohio. Under the Merger
Agreement, each Class A common share, without par value, and each Class B common
share, without par value, of Smucker outstanding immediately prior to the
effective time of the Merger, other than shares held by Smucker, its wholly
owned subsidiaries or dissenting shareholders, will be canceled and converted
into the right to receive, at the election of the holder, $18.50 in cash,
subject to a $100 million limit on the total cash consideration to be paid by
Smucker in the Merger, or one share of a newly created single class of common
shares of Smucker (the "New Common Shares"). Accordingly, upon consummation of
the Merger the entire outstanding equity interest in Smucker as the Surviving
Corporation will be owned by the current shareholders of Smucker, other than
current shareholders who elect to receive cash and dissenting shareholders.
Assuming Smucker repurchases the full $100 million of common shares in the
combination, approximately 80% of our outstanding shares will remain outstanding
following the combination.
Concurrently with the filing of this Statement, Smucker has filed with the
Commission an amended preliminary version of its Registration Statement on Form
S-4 (the "S-4") in connection with its annual meeting of shareholders at which
shareholders of Smucker will be asked to approve the Merger and adopt the Merger
Agreement.
ITEM 1. SUMMARY TERM SHEET.
Not applicable.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information set forth in the S-4 under the
caption "SUMMARY -- Additional Information -- The Companies" is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
(b) SECURITIES. The information set forth in the S-4 under the captions
"GENERAL INFORMATION -- Record Date; Voting Information" and "THE COMBINATION --
What Smucker's Shareholders Will Receive" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
(c) TRADING MARKET AND PRICE. The information set forth in the S-4 under
the caption "MARKET PRICES AND DIVIDENDS" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
(d) DIVIDENDS. The information set forth in the S-4 under the caption
"MARKET PRICES AND DIVIDENDS" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
(e) PRIOR PUBLIC OFFERINGS. Not applicable.
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(f) PRIOR STOCK PURCHASES. The information set forth in the S-4 under the
caption "THE COMBINATION -- Purchases of Shares" is incorporated herein by
reference pursuant to General Instruction G to the Schedule 13E-3.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) NAME AND ADDRESS. The information set forth on the S-4 cover page and
in the S-4 under the captions "SUMMARY -- Additional Information -- The
Companies" and "INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
SMUCKER AND JMS-OHIO" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
(b) BUSINESS AND BACKGROUND OF ENTITIES. The information set forth in the
S-4 under the captions "SUMMARY -- Additional Information -- The Companies" and
"INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF SMUCKER AND
JMS-OHIO" is incorporated herein by reference pursuant to General Instruction G
to Schedule 13E-3.
(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth
in the S-4 under the captions "INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF SMUCKER AND JMS-OHIO" and "ELECTION OF DIRECTORS" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
ITEM 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS. The information set forth in the S-4 under the captions
"SUMMARY," "GENERAL INFORMATION -- Record Date; Voting Information," "SPECIAL
FACTORS -- Background of the Proposed Combination," " -- Recommendation of the
Smucker Board; Reasons for the Combination," and "-- Material Federal Income Tax
Consequences," "THE COMBINATION," "DESCRIPTION OF SMUCKER'S CAPITAL STOCK
FOLLOWING THE COMBINATION," and "COMPARATIVE RIGHTS OF SMUCKER'S SHAREHOLDERS
BEFORE AND AFTER THE COMBINATION" is incorporated herein by reference pursuant
to General Instruction G to Schedule 13E-3.
(c) DIFFERENT TERMS. Not applicable.
(d) APPRAISAL RIGHTS. The information set forth in the S-4 under the
captions "SUMMARY -- Questions and Answers About the Annual Meeting" and "THE
COMBINATION -- Dissenters' Rights" is incorporated herein by reference pursuant
to General Instruction G to Schedule 13E-3.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. Not applicable.
(f) ELIGIBILITY FOR LISTING OR TRADING. The information set forth in the
S-4 under the captions "SUMMARY -- Additional Information -- Listing of New
Common Shares," "SPECIAL FACTORS -- Effects of the Combination," "THE
COMBINATION -- Conditions to Completion of the Combination," and "DESCRIPTION OF
SMUCKER'S CAPITAL STOCK FOLLOWING THE COMBINATION" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. Not applicable.
(b) SIGNIFICANT CORPORATE EVENTS. Not applicable
(c) NEGOTIATIONS OR CONTRACTS. Not applicable.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. Not
applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information set forth in the S-4 under
the captions "SUMMARY -- Additional Information -- The Combination," "SPECIAL
FACTORS -- Effects of the Combination," and "THE COMBINATION -- Manner of
Converting Shares" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
(c) PLANS. The information set forth in the S-4 under the captions "SUMMARY
-- Additional Information -- The Combination" and "SPECIAL FACTORS -- Effects of
the Combination" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) PURPOSES. The information set forth in the S-4 under the captions
"SUMMARY," "SPECIAL FACTORS -- Background of the Proposed Combination," and "--
Recommendation of the Smucker Board; Reasons for the Combination" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(b) ALTERNATIVES. The information set forth in the S-4 under the captions
"SUMMARY," "SPECIAL FACTORS -- Background of the Proposed Combination," and "--
Recommendation of the Smucker Board; Reasons for the Merger" is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
(c) REASONS. The information set forth in the S-4 under the captions
"SUMMARY," "SPECIAL FACTORS -- Background of the Proposed Combination," and "--
Recommendation of the Smucker Board; Reasons for the Combination" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(d) EFFECTS. The information set forth in the S-4 under the captions
"SUMMARY, " "SPECIAL FACTORS -- Background of the Proposed Combination," "--
Recommendation of the Smucker Board; Reasons for the Combination,"
"-- Effects of the Combination," and "-- Material Federal Income Tax
Consequences" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
ITEM 8. FAIRNESS OF THE TRANSACTION.
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(a) FAIRNESS. The information set forth in the S-4 under the captions
"SUMMARY -- Additional Information -- Fairness Opinion of William Blair &
Company," "SPECIAL FACTORS -- Background of the Proposed Combination," "--
Recommendation of the Smucker Board; Reasons for the Combination," and "--
Opinion of Smucker's Financial Advisor" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth
in the S-4 under the captions "SUMMARY -- Additional Information -- Fairness
Opinion of William Blair & Company," "SPECIAL FACTORS -- Background of the
Proposed Combination," "-- Recommendation of the Smucker Board; Reasons for the
Combination," and "-- Opinion of Smucker's Financial Advisor" is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the S-4
under the caption "SPECIAL FACTORS -- Recommendation of the Smucker Board;
Reasons for the Combination" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the S-4 under
the captions "SPECIAL FACTORS -- Background of the Proposed Combination" and "--
Recommendation of the Smucker Board; Reasons for the Combination" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(e) APPROVAL OF DIRECTORS. The information set forth in the S-4 under the
captions "SPECIAL FACTORS -- Background of the Proposed Combination" and "--
Recommendation of the Smucker Board; Reasons for the Combination" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(f) OTHER OFFERS. Not applicable
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) REPORT, OPINION OR APPRAISAL. The information set forth in the S-4
under the captions "SUMMARY -- Additional Information -- Fairness Opinion of
William Blair & Company" and "SPECIAL FACTORS -- Opinion of Smucker's Financial
Advisor" is incorporated herein by reference pursuant to General Instruction G
to Schedule 13E-3.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The
information set forth in the S-4 under the caption "SPECIAL FACTORS -- Opinion
of Smucker's Financial Advisor" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
(c) AVAILABILITY OF DOCUMENTS. The information set forth in the S-4 under
the captions "SUMMARY -- Additional Information -- Fairness Opinion of William
Blair & Company" and "SPECIAL FACTORS -- Opinion of Smucker's Financial Advisor"
is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a) SOURCE OF FUNDS. The information set forth in the S-4 under the caption
"SPECIAL FACTORS -- Financing of the Combination" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(b) CONDITIONS. The information set forth in the S-4 under the caption
"SPECIAL FACTORS -- Financing of the Combination" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(c) EXPENSES. The information set forth in the S-4 under the captions
"GENERAL INFORMATION -- Proxy Solicitation Information" and "THE COMBINATION --
Estimated Fees and Expenses of the Combination" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(d) BORROWED FUNDS. The information set forth in the S-4 under the caption
"SPECIAL FACTORS -- Financing of the Combination" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth in the S-4 under the
captions "SUMMARY -- Additional Information -- Interests of Members of the
Smucker Family in the Combination," "INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF SMUCKER AND JMS-OHIO -- Interests of Members of the
Smucker Family in the Combination," and "ELECTION OF DIRECTORS -- Ownership of
Common Shares" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
(b) SECURITIES TRANSACTIONS. The information set forth in the S-4 under the
caption "ELECTION OF DIRECTORS -- Ownership of Common Shares" is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth in the S-4 under the captions "SUMMARY -- Questions and
Answers About the Annual Meeting," "GENERAL INFORMATION -- Record Date; Voting
Information," "SPECIAL FACTORS -- Effects of the Combination," "THE COMBINATION
-- Conditions to Completion of the Combination," and "INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF SMUCKER AND JMS-OHIO -- Interests of Members
of the Smucker Family in the Combination" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
(e) RECOMMENDATION OF OTHERS. The information set forth in the S-4 under
the captions "SUMMARY -- Questions and Answers About the Annual Meeting,"
"GENERAL INFORMATION -- Record Date; Voting Information" "-- Proxy Solicitation
Information," "SPECIAL FACTORS -- Recommendation of the Smucker Board; Reasons
for the Combination," and "THE COMBINATION --
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Conditions to Completion of the Combination" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information set forth in the S-4 under the
captions "SELECTED HISTORICAL FINANCIAL DATA" and "FINANCIAL STATEMENTS" is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(b) PRO FORMA INFORMATION. The information set forth in the S-4 under the
captions "FINANCIAL STATEMENTS -- Unaudited Pro Forma Condensed Consolidated
Financial Data" and "FINANCIAL STATEMENTS" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) SOLICITATIONS OR RECOMMENDATIONS. The information set forth in the S-4
under the captions "SUMMARY" and "GENERAL INFORMATION -- Proxy Solicitation
Information" is incorporated herein by reference pursuant to General Instruction
G to Schedule 13E-3.
(b) EMPLOYEES AND CORPORATE ASSETS. The information set forth in the S-4
under the captions "SUMMARY" and "GENERAL INFORMATION -- Proxy Solicitation
Information" is incorporated herein by reference pursuant to General Instruction
G to Schedule 13E-3.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. The entirety of the S-4, other than the
information set forth under the captions "ELECTION OF DIRECTORS -- Report of the
Executive Compensation Committee of the Board of Directors" and " -- Total
Shareholder Return Graph," is incorporated herein by reference.
ITEM 16. EXHIBITS.
*(a)(1) Letter to Shareholders (included in the Proxy
Statement/Prospectus, which is filed herewith as Exhibit (a)(3))
*(a)(2) Notice of Annual Meeting of Shareholders (included in the Proxy
Statement/Prospectus, which is filed herewith as Exhibit (a)(3))
*(a)(3) Proxy Statement/Prospectus
*(a)(4) Forms of Proxy
*(a)(5) Agreement of Merger by and between The J. M. Smucker Company and
JMS-Ohio, Inc. (included as Annex A to the Proxy
Statement/Prospectus, which is filed herewith as Exhibit (a)(3))
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+(b) Documents evidencing the financing of the combination and the
merger
*(c) Fairness Opinion of William Blair & Company dated May 2, 2000
(included as Annex C to the Proxy Statement/Prospectus, which is
filed herewith as Exhibit (a)(3))
*(f) Text of Sections 1701.84 and 1701.85 of the Ohio Revised Code
(included as Annex B to the Proxy Statement/Prospectus, which is
filed herewith as Exhibit (a)(3))
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* Filed herewith
+ To be filed by amendment
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 29, 2000 THE J. M. SMUCKER COMPANY
By: /s/ Steven J. Ellcessor
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Name: Steven J. Ellcessor
Title: Vice President-Finance and Administration,
Secretary/Treasurer, and General Counsel
Dated: June 29, 2000 JMS-OHIO, INC.
By: /s/ Steven J. Ellcessor
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Name: Steven J. Ellcessor
Title: Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
*(a)(1) Letter to Shareholders (included in the Proxy Statement/Prospectus, which is filed
herewith as Exhibit (a)(3))
*(a)(2) Notice of Annual Meeting of Shareholders (included in the Proxy Statement/Prospectus,
which is filed herewith as Exhibit (a)(3))
*(a)(3) Proxy Statement/Prospectus
*(a)(4) Forms of Proxy
*(a)(5) Agreement of Merger by and between The J. M. Smucker Company and JMS-Ohio, Inc.
(included as Annex A to the Proxy Statement/Prospectus, which is filed herewith as
Exhibit (a)(3))
*(c) Fairness Opinion of William Blair & Company dated May 2, 2000 (included as Annex C to
the Proxy Statement/Prospectus, which is filed herewith as Exhibit (a)(3))
*(f) Text of Sections 1701.84 and 1701.85 of the Ohio Revised Code (included as Annex B to
the Proxy Statement/Prospectus, which is filed herewith as Exhibit (a)(3))
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* Filed herewith
</TABLE>
