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Filed by The J. M. Smucker
Company pursuant to Rule 425
under the Securities Act of 1933.
Subject company: The J. M.
Smucker Company (Commission
File No 1-5111)
The following is the content of web pages that were first published by
The J. M. Smucker Company on July 24, 2000.
[Image -- Jar of Smucker's Jam] [Stylized Header: "Investor Relations
Annual Shareholders' Meeting"]
MEETING ANNUAL SHAREHOLDERS' MEETING INFORMATION
INFORMATION
QUESTIONS & Date: August 15, 2000
ANSWERS
PROXY STATEMENT Time: 11:00 a.m. Eastern Daylight Time
TICKET
INFORMATION
MAP & DIRECTIONS Place: Wooster High School Performing Arts Center
515 Oldman Road
Wooster, Ohio 44691
Tickets: Shareholders will need an ADMISSION TICKET to
If you have trouble attend the meeting.
opening the Proxy
Statement please
click on ADOBE(R) If you have questions, contact:
ACROBAT(R) READER(TM) Corporate Investor Communications, Inc.
(free download) to Call Toll Free: 1-888-560-9903
view.
The "Questions & Answers" section highlights selected
information contained in the Proxy Statement, and does
not include all of the information that is important to
you. To understand the combination fully and for a more
complete description of the legal terms of the
combination, you should read carefully the PROXY
STATEMENT and the documents to which we have referred
you. See "Where you can find more information" on page 59
of the Proxy Statement.
[Stylized Footer: "With a name like Smucker's, it has to be good"]
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[Image -- Jar of Smucker's Jam] [Stylized Header: "Investor Relations
Annual Shareholders' Meeting"]
QUESTIONS AND ANSWERS ABOUT THE ANNUAL SHAREHOLDERS' MEETING
MEETING INFORMATION - What am I being asked to vote on?
QUESTIONS & ANSWERS
PROXY STATEMENT - Who is eligible to vote?
TICKET INFORMATION
MAP & DIRECTIONS - Why should I vote in favor of the combination of the
Class A and Class B common shares into one class of
voting common shares?
- What is the position of the board of directors
regarding the combination of the Class A and Class B
common shares into one class of voting common
shares?
If you have trouble - How many votes are needed for the combination to be
opening the Proxy approved?
Statement please
click on ADOBE(R) - What will I receive in the combination if it is
ACROBAT(R) READER(TM) approved?
(free download) to
view. - How do I tell Smucker whether I want new shares or
cash?
- Will I have any dissenters' rights if I do not vote
in favor of the combination?
- What are the income tax consequences to me resulting
from the combination?
- How will my rights as a shareholder differ after the
combination?
- What should I do now?
- If I am not going to attend the annual meeting
should I return my proxy card(s)?
- Can I change my vote after I mail my proxy card(s)?
- What if my shares are held in "street name" by my
broker?
- What if I do not vote or do not instruct my broker
to vote my shares?
- Do I need to send in my share certificates?
- Who can answer my questions?
GENERAL
Q: WHAT AM I BEING ASKED TO VOTE ON?
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A: If you are a holder of Class A common shares, we are
asking you to vote those shares on three matters:
- the combination of our voting Class A and non-voting
Class B common shares into a single class of voting
common shares on a one share for one share basis,
and the limited opportunity to sell all or a portion
of your shares to Smucker for $18.50 per share in
cash;
- the election of directors; and
- the ratification of the appointment of our
independent auditors.
If you are a holder of Class B common shares, we are asking
you to vote those shares on the combination of our voting
Class A and non-voting Class B common shares into a single
class of voting common shares on a one share for one share
basis, and the limited opportunity to sell all or a portion
of your shares to Smucker for $18.50 per share in cash.
Following the combination, our existing shareholders, other
than those that exercise statutory dissenters' rights or
sell all of their shares to Smucker for cash, will continue
to own all of Smucker's outstanding shares. Assuming we
repurchase the full $100 million of common shares in the
combination, approximately 80% of our outstanding shares
will remain outstanding following the combination.
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Q: WHO IS ELIGIBLE TO VOTE?
A: You are eligible to vote your Class A and/or Class B
common shares at the annual meeting if you were a
shareholder of record of those shares at the close of
business on July 3, 2000.
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COMBINATION OF SHARES INTO ONE CLASS AND LIMITED OPPORTUNITY
TO SELL SHARES TO SMUCKER Q: WHY SHOULD I VOTE IN FAVOR OF
THE COMBINATION OF THE CLASS A AND CLASS B COMMON SHARES
INTO ONE CLASS OF VOTING COMMON SHARES?
A: The combination will simplify Smucker's capital
structure. We believe that the combination will benefit both
Smucker and you as a shareholder of Smucker by, among other
things:
- eliminating potential investor confusion and
additional administrative expenses caused by our
dual class structure;
- eliminating perceived negative impact on the market
price of our shares
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that results from our dual class structure; and
- potentially increasing our investor base and the
liquidity, trading volume, and trading efficiencies
of our common shares.
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Q: WHAT IS THE POSITION OF THE BOARD OF DIRECTORS REGARDING
THE COMBINATION OF THE CLASS A AND CLASS B COMMON SHARES
INTO ONE CLASS OF VOTING COMMON SHARES?
A: Your board of directors has unanimously approved the
combination, and recommends that you vote FOR the
combination.
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Q: HOW MANY VOTES ARE NEEDED FOR THE COMBINATION TO BE
APPROVED?
A: The combination requires the approval of:
- at least two-thirds of the voting power of the Class
A common shares, giving effect to ten-vote shares,
voting as a class; and
- at least two-thirds of the Class B common shares,
voting as a class.
Each Class A common share will have ten votes on each matter
to be considered at the meeting, including the combination,
unless there has been a change in beneficial ownership of a
Class A common share during the four years immediately
preceding July 3, 2000. In the event that there has been a
change in beneficial ownership during those four years, the
current owner of that share will have only one vote with
respect to that share.
Each Class B common share will have one vote on the approval
of the combination. The Class B common shares will not vote
on any other matter to be presented at the meeting.
Smucker's directors, executive officers, and members of the
Smucker family have indicated that they intend to vote their
Smucker shares FOR the combination. As of July 3, 2000,
these directors, executive officers, and family members were
entitled to vote approximately 3,653,965 Class A common
shares, or approximately 26% of the outstanding Class A
common shares, representing, in the aggregate, approximately
39% to 50% of the voting power of the Class A common shares.
As of July 3, 2000, Smucker's directors, executive officers,
and members of the Smucker family were entitled to vote
approximately 3,108,537 Class B common shares, or
approximately 22% of the outstanding Class B common shares.
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Q: WHAT WILL I RECEIVE IN THE COMBINATION IF IT IS APPROVED?
A: In exchange for each Class A and Class B common share
that you own, you will have the right to receive, subject to
the limitations described below:
- $18.50 in cash; or
- one new Smucker common share.
We will not pay more than $100 million in cash in the
aggregate to our shareholders in connection with the
combination, and will pay that cash to our shareholders only
if the combination is approved. If our shareholders elect to
receive cash in an aggregate amount that exceeds $100
million, the available cash will be divided among all shares
that have elected to receive cash on a pro rata basis. If
shareholders elect to receive $100 million or less in the
aggregate, there will not be any proration, and shareholders
will receive what they elected to receive. See "The
Combination -- Adjustment of Amount of Cash Received"
beginning on page 29 of the Proxy Statement. Each Class A
and Class B common share that is not converted into cash
will be converted into one new Smucker common share.
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Q: HOW DO I TELL SMUCKER WHETHER I WANT NEW SHARES OR CASH?
A: An election form is being sent to our record holders. To
receive cash, record holders must complete, sign, and return
the election form as directed on the form. If a record
holder fails to submit an election form within the deadline
stated on the form, that record holder will be deemed to
have indicated that he or she wishes to receive new Smucker
common shares.
It is possible that you will not receive cash in exchange
for all of the shares for which you have made a cash
election due to the limitations on the payment of cash
discussed in the previous answer.
All of our directors and executive officers, including Tim
Smucker, our Chairman, and Richard Smucker, our President,
have indicated that they will convert all of the Class A and
Class B common shares that they own or control into new
Smucker common shares in the combination.
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Q: WILL I HAVE ANY DISSENTERS' RIGHTS IF I DO NOT VOTE IN
FAVOR OF THE COMBINATION?
A: You may be entitled to statutory dissenters' rights if
you do not vote in favor of the combination. You must follow
the procedures described in the Proxy Statement to assert
your dissenters' rights. See "The Combination -- Dissenters'
Rights" beginning on page 31 of the Proxy Statement.
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Q: WHAT ARE THE INCOME TAX CONSEQUENCES TO ME RESULTING FROM
THE COMBINATION?
A: The conversion of your Class A or Class B common shares
into new Smucker common shares will be a tax free event to
you under the federal income tax laws.
If you elect to receive cash for some or all of your Class A
or Class B common shares, you will generally recognize,
subject to appropriate holding periods, a capital gain or
loss equal to the difference between the amount of cash
received and your basis in the Class A or Class B common
shares.
We encourage you to consult your own tax advisor regarding
the tax consequences of the combination to you based on your
particular circumstances. See the discussion of material
federal income tax consequences beginning on page 23 of the
Proxy Statement.
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Q: HOW WILL MY RIGHTS AS A SHAREHOLDER DIFFER AFTER THE
COMBINATION?
A: After the combination occurs, your rights as a holder of
new Smucker common shares will be governed by the articles
of incorporation and regulations attached to the Proxy
Statement as Annexes D and E, rather than Smucker's current
articles of incorporation and regulations. The differences
between the current Smucker's articles of incorporation and
regulations and the articles of incorporation and
regulations that will govern Smucker following the
combination are described beginning on page 40 of the Proxy
Statement.
Generally, however, Class A shareholders will have the same
rights as they did before the combination and Class B
shareholders will have the right to one vote for each new
common share received, with the possibility of ten votes per
share if they hold the shares for four years from the
effective date of the combination. These rights are
essentially the same as the current rights of the Class A
shareholders.
In addition, your relative voting power will likely change.
Holders of Class A common shares should be aware that
because the Class B common shares will be converted into
voting shares in the combination, the relative voting power
of each Class A common share will decrease following the
combination. Also, our directors and executive officers and
members of the Smucker family have indicated that they will
convert all of their Class A and Class B common shares into
new common shares in the combination. We anticipate that
some other holders will elect to receive cash in the
combination. Accordingly, we estimate the voting power of
our directors and executive officers and of the members of
the Smucker family may increase slightly immediately
following the
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combination.
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PROCEDURES
Q: WHAT SHOULD I DO NOW?
A: You should mail your signed and dated proxy card(s) in
the enclosed envelope as soon as possible so that your
shares will be represented and voted at the annual meeting.
If you wish to receive cash in the combination for some or
all of your shares and you are a record holder, you should
also complete the election form that is being sent to you
and send it and your share certificates to the address on
the election form. If you wish to receive cash in the
combination for some or all of your shares and your shares
are held in "street name" by your broker, you should
complete the instruction form that your broker will send to
you.
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Q: IF I AM NOT GOING TO ATTEND THE ANNUAL MEETING SHOULD I
RETURN MY PROXY CARD(S)?
A: YES. Returning your proxy card(s) ensures that your
shares will be represented at the annual meeting, even if
you are unable or do not want to attend.
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Q: CAN I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD(S)?
A: Yes. You can change your vote by:
- if you are a record holder, sending a written notice
to the Corporate Secretary of Smucker that is
received prior to the annual meeting that states
that you are revoking your proxy. If your broker
holds your shares, contact your broker;
- signing a new, later dated proxy card and delivering
it to our proxy solicitor prior to the annual
meeting; or
- obtaining an admission card, attending the annual
meeting, and voting in person.
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Q: WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER?
A: Your broker will vote your shares with respect to the
combination only if you provide written instructions to your
broker on how to vote, so it is important that
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you provide your broker with instructions. If you do not
provide your broker with instructions, your shares will not
be voted with respect to the combination and will not count
toward approval of the combination. Your Class A common
shares may, however, be voted in the election of our
directors and ratification of our independent auditors. To
ensure that your broker receives your instructions, we
suggest that you send them in the envelope enclosed with the
instructions. If you wish to vote in person at the meeting,
and hold your shares in your broker's name, you must contact
your broker and request a document called a "legal proxy."
You must bring this legal proxy to the meeting in order to
vote in person.
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Q: WHAT IF I DO NOT VOTE OR DO NOT INSTRUCT MY BROKER TO
VOTE MY SHARES?
A: Abstentions and broker non-votes will be counted as votes
against the combination.
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Q: DO I NEED TO SEND IN MY SHARE CERTIFICATES?
A: IF YOU HOLD YOUR OWN SHARE CERTIFICATES AND WISH TO ELECT
TO RECEIVE CASH FOR SOME OR ALL OF YOUR CLASS A OR CLASS B
COMMON SHARES, YOU SHOULD SEND IN YOUR SHARE CERTIFICATES
WITH THE ELECTION FORM THAT IS BEING SENT TO YOU. The
election form provides detailed instructions explaining how
to elect to receive cash and surrender your certificates.
IF YOU HOLD YOUR OWN SHARE CERTIFICATES AND DO NOT WISH TO
ELECT TO RECEIVE CASH FOR ANY OF YOUR CLASS A OR CLASS B
COMMON SHARES, YOU SHOULD NOT COMPLETE THE ELECTION FORM OR
SEND IN YOUR SHARE CERTIFICATES. Your share certificates
representing Class A or Class B common shares will
automatically represent new Smucker common shares following
the combination. There is no need to exchange your share
certificates. After the combination is effective, you will,
however, be permitted to exchange your share certificates
for a certificate representing the same number of new
Smucker common shares printed on new certificate paper and
without the "Class A" or "Class B" designation, if you wish.
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Q: WHO CAN ANSWER MY QUESTIONS?
A: If you have questions regarding the annual meeting or
need assistance in voting your shares, please contact our
proxy solicitor:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
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Telephone: (888) 560-9903
All other questions should be directed to:
The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667-0280
Attn: Shareholder Services
Telephone: (330) 682-3000
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The "Questions & Answers" section highlights selected
information contained in the Proxy Statement, and does not
include all of the information that is important to you. To
understand the combination fully and for a more complete
description of the legal terms of the combination, you
should read carefully the PROXY STATEMENT and the documents
to which we have referred you. See "Where you can find more
information" on page 59 of the Proxy Statement.
If you have questions, contact:
Corporate Investor Communications, Inc.
Call Toll Free: 1-888-560-9903
[Stylized Footer: "With a name like Smucker's, it has to be good"]
