SMUCKER J M CO
10-K405, 2000-07-11
CANNED, FRUITS, VEG, PRESERVES, JAMS & JELLIES
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TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submissions of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Registrant’s Common Stock and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Disagreements on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
SIGNATURES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Exhibit 13
Exhibit 21
Exhibit 23
Exhibit 24
Exhibit 27


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 30, 2000

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-5111

THE J. M. SMUCKER COMPANY

     
Ohio 34-0538550
State of Incorporation I.R.S. Employer Identification No.

One Strawberry Lane
Orrville, Ohio 44667-0280
Principal executive offices

Telephone number: (330) 682-3000

Securities registered pursuant to Section 12(b) of the Act:

     
Class A Common Shares, no par value Registered on the
Class B Common Shares, no par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and has been subject to such filing requirements for at least the past 90 days.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

      As of July 6, 2000, 14,259,429 Class A Common Shares and 14,065,851 Class B Common Shares of The J. M. Smucker Company were issued and outstanding. The aggregate market value of the voting Common Shares (Class A) held by non-affiliates of the Registrant at July 6, 2000, was $206,373,870.

      Certain sections of the Registrant’s definitive Proxy Statement, dated July 14, 2000, for the August 15, 2000 Annual Meeting of Shareholders, and of the 2000 Annual Report to Shareholders are incorporated by reference into Parts I, II, III, and IV of this Report.

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PART I

Item 1. Business

      The Company. The J. M. Smucker Company was established in 1897 and was incorporated in Ohio in 1921. The Company, often referred to as Smucker’s (a registered trademark), operates in one industry, the manufacturing and marketing of food products on a worldwide basis. Unless otherwise indicated by the context, the term “Company” as used in this report means the continuing operations of The J. M. Smucker Company and its subsidiaries.

      Principal Products. The principal products of the Company are fruit spreads, dessert toppings, peanut butter, industrial fruit products, fruit and vegetable juices, juice beverages, syrups, condiments, and gift packages.

      In its domestic segment, the Company’s products are primarily sold through brokers to chain, wholesale, cooperative, independent grocery accounts and other consumer markets, to foodservice distributors and chains including hotels, restaurants, and institutions, and to other food manufacturers.

      The Company’s distribution outside the United States is principally in Canada, Australia, Mexico, Latin America, the Pacific Rim, and Greater Europe, although products are exported to other countries as well. International sales represent approximately 14% of total consolidated Company sales for fiscal 2000.

      Sources and Availability of Raw Materials. The fruit raw materials used by the Company in the production of its food products are generally purchased from independent growers and suppliers, although the Company, through a joint venture, grows some strawberries for its own use. Because of the seasonal nature and volatility of quantities of most of the crops on which the Company depends, it is necessary to prepare and freeze stocks of fruit, fruit juices, berries, and other food products and to maintain them in cold storage warehouses. Sweeteners, peanuts, and other ingredients are obtained from various other sources.

      Trademarks. The Company’s products are marketed under numerous trademarks owned by the Company. Major trademarks include: Smucker’s, The R. W. Knudsen Family, After The Fall, Simply Nutritious, Mary Ellen, Dickinson’s, Lost Acres, IXL, Adams, Laura Scudder’s, Simply Fruit, Good Morning, Double Fruit, Goober, Magic Shell, Sundae Syrup, Recharge, Santa Cruz Organic, Sunberry Farms, Spritzer, Smucker’s Snackers, Uncrustables, Purely Fruit and Smucker’s Baking Healthy. In addition, the Company licenses the use of several other trademarks, none of which individually is material to the Company’s business.

      Other slogans or designs considered to be important Company trademarks include (without limitation) the slogan, “With a name like Smucker’s, it has to be good”, “Over 100 Years of Family-Made Goodness”, the Smucker’s banner, the Crock Jar shape, the Gingham design, and the strawberry logo.

      Seasonality. Historically, the Company’s business has not been highly seasonal.

      Working Capital. Working capital requirements are greatest during the late spring and summer months due to seasonal procurement of fruits, berries, and peanuts.

      Customers. The Company is not dependent either on a single customer or on a very few customers for a major part of its sales. No single domestic or foreign customer accounts for more than 10% of consolidated sales.

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      Orders. Generally, orders are filled within a few days of receipt and the backlog of unfilled orders at any particular time is not material.

      Government Business. No material portion of the Company’s business is subject to negotiation of profits or termination of contracts at the election of the government.

      Competition. The Company is the U.S. market leader in the fruit spreads, dessert topping, health and natural foods beverages, natural peanut butter, and peanut butter combination categories. The Company’s business is highly competitive as all its brands compete for retail shelf space with other advertised and branded products as well as unadvertised and private label products. The growth of alternative store formats (i.e., warehouse club and mass merchandise stores) and changes in business practices, resulting from both technological advances and new industry techniques, have added additional variables for companies in the food industry to consider in order to remain competitive. The principal methods of and factors in competition are product quality, price, advertising, and promotion.

      Research and Development. The Company predominantly utilizes in-house resources to both develop new products and improve existing products in each of its business areas. In relation to consolidated assets and operating expenses, amounts expensed for research and development in each of the areas and in the aggregate were not material in any of the last three years.

      Environmental Matters. Compliance with the provisions of federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon the capital expenditures, earnings, or competitive position of the Company.

      Employees. At April 30, 2000, the Company had approximately 2,250 full-time employees, worldwide.

      Segment and Geographic Information. Information concerning international operations for the years 2000, 1999, and 1998 is hereby incorporated by reference from the 2000 Annual Report to Shareholders, on pages 22 through 24 under Note B: “Operating Segments”.

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Item 2. Properties

      The table below lists all the Company’s manufacturing and fruit processing facilities. All of the Company’s properties are maintained and updated on a regular basis, and the Company continues to make investment for expansion and technological improvements. The properties listed below are owned, except for the West Fargo, North Dakota location which is leased. The Company also leases property in Pottstown, Pennsylvania to a subsidiary of Flowers Industries, Inc. The corporate headquarters are located in Orrville, Ohio.

     
Domestic Manufacturing Locations Products Produced


Orrville, Ohio Fruit spreads, toppings, industrial fruit products, Smucker’s Snackers
Salinas, California Fruit spreads, toppings, syrups
Memphis, Tennessee Fruit spreads, toppings
Ripon, Wisconsin Fruit spreads, toppings, condiments, industrial fruit products
New Bethlehem, Pennsylvania Peanut butter and Goober products
Chico, California Fruit and vegetable juices, beverages
Havre de Grace, Maryland Fruit and vegetable juices, beverages
West Fargo, North Dakota Frozen peanut butter and jelly sandwiches
     
Fruit Processing Locations Fruit Processed


Watsonville, California Strawberries, oranges, apples, peaches, apricots. Also, produces industrial fruit products.
Woodburn, Oregon Strawberries, raspberries, blackberries, blueberries. Also, produces industrial fruit products.
Grandview, Washington Grapes, cherries, strawberries, cranberries, apples, boysenberries, blackberries, red raspberries, red currants, and pear
Oxnard, California Strawberries
     
International Manufacturing Locations Products Produced


Ste-Marie, Quebec, Canada Fruit spreads, sweet spreads, industrial products
Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps, fruit bars
Livingston, Scotland Industrial fruit products
São José do Rio Pardo, Brazil Industrial fruit products

Item 3. Legal Proceedings

      The Company is not a party to any pending legal proceeding that would be considered material.

Item 4. Submissions of Matters to a Vote of Security Holders

      Not applicable.

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PART II

Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters

      The information pertaining to the market for the Company’s Common Shares and other related shareholder information is hereby incorporated by reference from the Company’s 2000 Annual Report to Shareholders under the caption “Stock Price Data” on page 9.

Item 6. Selected Financial Data

      Five-year summaries of selected financial data for the Company and discussions of accounting changes which materially affect the comparability of the selected financial data are hereby incorporated by reference from the Company’s 2000 Annual Report to Shareholders under the following captions and page numbers: “Five-Year Summary of Selected Financial Data” on page 8, Note A: “Accounting Policies” on pages 20 through 22, and Note C: “Nonrecurring Charge” on page 24.

Item 7. Management’s Discussion and Analysis

      Management’s discussion and analysis of results of operations and financial condition, including a discussion of liquidity and capital resources, is hereby incorporated by reference from the Company’s 2000 Annual Report to Shareholders, on pages 10 through 13.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

      Quantitative and qualitative disclosures about market risk are hereby incorporated by reference from the Company’s 2000 Annual Report to Shareholders on page 13.

Item 8. Financial Statements and Supplementary Data

      Consolidated financial statements of the Company at April 30, 2000 and 1999, and for each of the three years in the period ended April 30, 2000, with the report of independent auditors and selected unaudited quarterly financial data, are hereby incorporated by reference from the Company’s 2000 Annual Report to Shareholders on page 9 and pages 14 through 31.

Item 9. Disagreements on Accounting and Financial Disclosure

      None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

      Information regarding directors and nominees for directorship is incorporated herein by reference from the Company’s definitive Proxy Statement, dated July 14, 2000, for the 2000 Annual Meeting of Shareholders on August 15, 2000, on pages 44 through 46, under the caption “Election of Directors”.

Executive Officers of the Company

      The names, ages as of July 1, 2000, and positions of the executive officers of the Company are listed below. All executive officers serve at the pleasure of the Board of Directors, with no fixed term of office. All of the officers have held various positions with the Company for more than five years.

                             
Years with Served as an
Name Age Company Position Officer Since





Timothy P. Smucker 56 31 Chairman 1973
Richard K. Smucker 52 27 President 1974
Mark R. Belgya 39 15 Corporate Controller 1997
Vincent C. Byrd 45 23 Vice President and General Manager, Consumer Market 1988
K. Edwin Dountz 58 24 Vice President-Sales 1982
Fred A. Duncan 54 22 Vice President and General Manager, Industrial Market 1984
Steven J. Ellcessor 48 14 Vice President-Finance and Administration, Secretary/Treasurer, and General Counsel 1986
Robert E. Ellis 53 22 Vice President-Human Resources 1996
Richard G. Jirsa 54 25 Vice President-Information Services 1978
Eloise L. Mackus 50 6 Vice President and General Manager, International Market 1999
John D. Milliken 55 26 Vice President-Logistics 1981
Steven T. Oakland 39 17 Vice President and General Manager, Foodservice Market 1999
Richard F. Troyak 52 21 Vice President–Operations 1998
H. Reid Wagstaff 65 24 Vice President-Government and Environmental Affairs 1994

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Item 11. Executive Compensation

      Information regarding the compensation of directors and executive officers is incorporated by reference from the Company’s definitive Proxy Statement, dated July 14, 2000, for the 2000 Annual Meeting of Shareholders on August 15, 2000, beginning with “Meetings and Committees” on page 46 and continuing through “Pension Plan” on page 52.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      Information regarding security ownership of certain beneficial owners, of the named executive officers, and of directors and executive officers as a group, is hereby incorporated by reference from the Company’s definitive Proxy Statement, dated July 14, 2000, for the 2000 Annual Meeting of Shareholders on August 15, 2000, on pages 54 through 56, under the caption “Ownership of Common Shares”.

Item 13. Certain Relationships and Related Transactions

      Information regarding certain relationships and related transactions is hereby incorporated by reference from the Company’s definitive Proxy Statement dated July 14, 2000, for the 2000 Annual Meeting of Shareholders on August 15, 2000, beginning with “Election of Directors” on page 44 and continuing through “Director Compensation” on page 46.

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PART IV

Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K

         
(a) 1, 2. Financial Statements and Financial Statement Schedule
The index to Consolidated Financial Statements and Financial Statement Schedule is included on page F-1 of this Report.
3. Exhibits
         
Exhibit
No. Description


3(a) 1991 Amended Articles of Incorporation incorporated by reference to the 1992 Annual Report on Form 10-K.
3(b) Amended Regulations incorporated by reference to the 1988 Annual Report on Form 10-K.
3(c) Amendment to Amended Articles of Incorporation incorporated by reference to Form 10-Q for the quarterly period ended October 31, 1999
10(a) Amended Restricted Stock Bonus Plan incorporated by reference to the 1994 Annual Report on Form 10-K.
10(b) 1987 Stock Option Plan incorporated by reference to the 1994 Annual Report on Form 10-K.
10(c) Management Incentive Plan incorporated by reference to the 1996 Annual Report on Form 10-K.
10(d) Nonemployee Director Stock Plan dated January 1, 1997 incorporated by reference to the 1997 Annual Report on Form 10-K.
10(e) 1998 Equity and Performance Incentive Plan incorporated by reference to Form 10-Q for the quarterly period ended October 31, 1998.
10(f) 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 Form 8-K filed April 23, 1999.
10(g) Note Purchase Agreement (dated as of June 16, 1999) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999.
10(h) Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999.
13      Excerpts from 2000 Annual Report to Shareholders

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21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedules

All other required exhibits are either inapplicable to the Company or require no answer.

        Copies of exhibits are not attached hereto, but the Company will furnish any of the foregoing exhibits
      to any shareholder upon written request. Please address inquiries to: The J. M. Smucker Company,
      Strawberry Lane, Orrville, Ohio 44667, Attention: Steven J. Ellcessor, Secretary. A fee of $1 per
      page will be charged to help defray the cost of handling, copying, and return postage.

   
(b) Reports on Form 8-K filed in the Fourth Quarter of 2000.
     No reports on Form 8-K were required to be filed during the last quarter of the period covered by this report.
(c) The response to this portion of Item 14 is submitted as a separate section of this report.
(d) The response to this portion of Item 14 is submitted as a separate section of this report.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

         
Date: July 11, 2000 The J. M. Smucker Company
 
/s/ Steven J. Ellcessor
By: Steven J. Ellcessor
Vice President — Finance and Administration,
Secretary/Treasurer, and General Counsel

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

         

Timothy P. Smucker Chairman and Director
(Principal Executive Officer)
 

Richard K. Smucker President and Director
(Principal Executive Officer)
 

Steven J. Ellcessor Vice President—Finance and Administration,
Secretary/Treasurer, and General Counsel
(Principal Financial Officer)
 

Mark R. Belgya Corporate Controller
(Principal Accounting Officer)
 

Vincent C. Byrd Director
 

Kathryn W. Dindo Director
 

Fred A. Duncan Director
 

Elizabeth Valk Long Director
 

Russell G. Mawby Director /s/ Steven J. Ellcessor
 

Charles S. Mechem, Jr. Director By: Steven J. Ellcessor
Attorney-in-Fact

William H. Steinbrink Director Date:   July 11, 2000
 

Benjamin B. Tregoe, Jr. Director
 

William Wrigley, Jr. Director

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THE J. M. SMUCKER COMPANY

ANNUAL REPORT ON FORM 10-K

ITEMS 14(a) (1) AND (2), (c) AND (d)

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

CERTAIN EXHIBITS

FINANCIAL STATEMENT SCHEDULE

             
Form Annual
10-K Report To
Report Shareholder


Data incorporated by reference from the 2000 Annual Report to Shareholders of The J. M. Smucker Company:
  Consolidated Balance Sheets at April 30, 2000 and 1999 16 — 17
For the years ended April 30, 2000, 1999, and 1998:
    Statements of Consolidated Income 15
    Statements of Consolidated Cash Flows 18
    Statements of Consolidated Shareholders’ Equity 19
    Notes to Consolidated Financial Statements 20 — 31
Consolidated financial statement schedule at April 30, 2000, or for the years ended April 30, 2000, 1999, and 1998:
    II. Valuation and qualifying accounts
F-2

      All other schedules are omitted because they are not applicable or because the information required is included in the Consolidated Financial Statements or the notes thereto.

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THE J. M. SMUCKER COMPANY

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED APRIL 30, 2000, 1999, AND 1998

(Dollars in Thousands)

                                           
Charged to Charged to Deduc- Balance at
Balance at Beginning Costs and Other tions End of
Classification of Year Expenses Accounts (A) Year






2000:
Valuation allowance for Deferred tax assets $ 1,695 $ 33 $ $ $ 1,728
Allowance for doubtful accounts 733 291 520 504





$ 2,428 $ 324 $ $ 520 $ 2,232





1999:
Valuation allowance for Deferred tax assets $ 1,731 $ (36 ) $ $ $ 1,695
Allowance for doubtful accounts 428 343 38 733





$ 2,159 $ 307 $ $ 38 $ 2,428





1998:
Valuation allowance for Deferred tax assets $ 2,094 $ (363 ) $ $ $ 1,731
Allowance for doubtful accounts 353 163 88 428





$ 2,447 $ (200 ) $ $ 88 $ 2,159





      (A) Uncollectible accounts written off, net of recoveries.

F-2



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