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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): AUGUST 28, 2000
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THE J. M. SMUCKER COMPANY
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(Exact Name of Registrant as Specified in Charter)
OHIO 1-05111 34-0538550
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
STRAWBERRY LANE, ORRVILLE, OHIO 44667
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(Address of Principal Executive Offices) (Zip Code)
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.
Pursuant to an Agreement of Merger dated as of July 3, 2000 (the
"Merger Agreement"), JMS-Ohio, Inc. ("JMS-Ohio"), an Ohio corporation and a
newly formed, wholly owned subsidiary of The J. M. Smucker Company (the
"Company"), merged with and into the Company (the "Merger"), an Ohio
corporation, with the Company being the surviving corporation (the "Surviving
Corporation"). In connection with the Merger, each of the Company's outstanding
Class A common shares, without par value, and Class B common shares, without par
value, in each case, other than shares as to which an election to receive $18.50
per share in cash was made, or as to which dissenters' rights were duly
exercised, was converted into one share of a new, single class of voting common
shares of the Surviving Corporation (the "New Common Shares").
The Merger became effective on August 28, 2000. Except for the holders
of 4,272,524.51 shares, as to which a cash election was made, and 100 shares, as
to which dissenters' rights were duly exercised, the shareholders of the Company
immediately prior to the Merger became the shareholders of the Surviving
Corporation.
Our news release dated August 28, 2000 concerning the Merger is filed
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
On June 26, 2000, the Board of Directors of the Company approved the
Amended and Restated Rights Agreement, dated as of August 28, 2000 (the
"Amendment"), which amends and restates the Rights Agreement, dated as of April
12, 1999 (the "Rights Agreement"), between the Company and Computershare
Investor Services, LLC (successor to Harris Trust and Savings Bank) as rights
agent, in its entirety. The Amendment made the provisions of the Rights
Agreement inapplicable to the transactions contemplated by the Merger Agreement,
aligned the provisions of the Rights Agreement with a single class capital
structure, and clarified that subject to certain exceptions, any person or group
that acquires 10% or more of the then outstanding Common Shares will become an
Acquiring Person under the Rights Agreement.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as Exhibit 4.1 to the Company's Registration Statement on Form 8-A/A, filed with
the Securities and Exchange Commission on August 28, 2000 and incorporated
herein by reference. A summary description of the Rights is set forth as Exhibit
C to the Amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. N/A
(b) Pro Forma Financial Information. N/A
(c) Exhibits.
Exhibit Number Exhibit
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4.1 Amended and Restated Rights Agreement
(including a Form of Certificate of
Adoption of Amendment to
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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),
incorporated by reference to Exhibit 4.1
to the Company's Registration Statement
on Form 8-A/A filed August 28, 2000
99.1 Press release, dated August 28, 2000
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SIGNATURES
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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Date: August 30, 2000 Name: Steven J. Ellcessor
Title: Vice President -- Finance and
Administration, Secretary/Treasurer,
and General Counsel
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT
4.1 Amended and Restated 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),
incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A/A
filed August 28, 2000
99.1 Press release, dated August 28, 2000
