<PAGE> 1
EXHIBIT 99(a)
THIS IS NOT A PROXY NOR IS IT AN OFFER TO BUY OR PROMISE TO BUY SHARES
ELECTION FORM
FOR
CLASS A COMMON SHARES AND
CLASS B COMMON SHARES OF
THE J. M. SMUCKER COMPANY
PLEASE DO NOT SEND THIS FORM IN WITH YOUR PROXY CARD. INSTEAD, AFTER
COMPLETING THIS FORM, PLEASE RETURN IT TO OUR DEPOSITARY, COMPUTERSHARE INVESTOR
SERVICES, LLC IN THE ENCLOSED BROWN ENVELOPE, OR DELIVER TO:
<TABLE>
<S> <C>
By Hand or Courier: By Mail:
COMPUTERSHARE INVESTOR SERVICES, LLC COMPUTERSHARE INVESTOR SERVICES, LLC
WALL STREET PLAZA WALL STREET STATION
88 PINE STREET, 19TH FLOOR P.O. BOX 1023
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10268-1023
</TABLE>
IF YOU HAVE QUESTIONS CONCERNING THIS FORM, PLEASE CALL CORPORATE INVESTOR
COMMUNICATIONS, INC. AT 1-888-560-9903.
Please read the very important instructions (printed on blue paper)
included with this election form before completing this election form. IF YOU DO
NOT WISH TO SELL ANY OF YOUR CLASS A OR CLASS B COMMON SHARES OF THE J. M.
SMUCKER COMPANY TO SMUCKER, YOU DO NOT NEED TO SUBMIT THIS ELECTION FORM AND
EACH OF YOUR CLASS A AND CLASS B COMMON SHARES WILL THEN AUTOMATICALLY BE
CONVERTED INTO ONE NEW VOTING COMMON SHARE OF THE J. M. SMUCKER COMPANY
FOLLOWING SHAREHOLDER APPROVAL OF THE COMBINATION.
To be effective, this completed election form, together with your share
certificate(s), must be received by the Depositary before 5:00 P.M., EASTERN
DAYLIGHT TIME, ON AUGUST 14, 2000. Be sure to allow sufficient mail delivery
time. If this election form and your share certificate(s) are not received in
time, we will assume that you wish all of your shares to be converted into new
Smucker voting common shares. Do not sign the certificate(s) you submit.
DESCRIPTION OF CERTIFICATES SURRENDERED
If not enough space is provided, please provide the information on a
separate piece of paper and attach it to this form.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
CLASS OF SHARES NUMBER OF
NAME OF REGISTERED REPRESENTED BY SHARES
HOLDER(S) EXACTLY AS NAME(S) CERTIFICATE EACH CERTIFICATE REPRESENTED BY
APPEAR(S) ON CERTIFICATES NUMBERS (A* OR B) EACH CERTIFICATE
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
TOTAL SHARES:
------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Class A certificates issued prior to September 30, 1991 are designated
"Common" instead of "Class A Common."
<PAGE> 2
ELECTION
Subject to the terms and conditions described in this election form, I
elect to receive $18.50 in cash per share for the following number of Class A
and/or Class B common shares:
<TABLE>
<S> <C>
--------------------- Class A common --------------------- Class B common
shares. shares.
(INSERT NUMBER OF SHARES OR "ALL") (INSERT NUMBER OF SHARES OR "ALL")
</TABLE>
Subject to the terms and conditions described in this election form, I
elect to receive $18.50 in cash per share for the following number of Class A
and/or Class B common shares in my dividend reinvestment account:
<TABLE>
<S> <C>
--------------------- Class A common --------------------- Class B common
shares. shares.
(INSERT NUMBER OF SHARES OR "ALL") (INSERT NUMBER OF SHARES OR "ALL")
</TABLE>
I understand that all of the shares that I have elected to sell may not be
purchased by Smucker. Any unaccepted share certificates will be returned to me.
Shares not purchased from partially tendered or unaccepted share certificates
will be reissued to me in a new certificate. Dividend reinvestment purchases
will be shown on the first statement issued after the shares are purchased.
SIGNATURES REQUIRED OF ALL SHAREHOLDERS SUBMITTING THIS ELECTION FORM
Please sign your name in the form in which your shares are registered and
fill in the date below. In case of multiple or joint ownership, all should sign.
If signature is by attorney, executor, administrator, trustee, guardian, or
other person acting in a fiduciary capacity, indicate the full title.
<TABLE>
<S> <C>
Dated: ------------------------------ , X
2000 ----------------------------------------
Signature of Shareholder
Please print name (and title if signing ----------------------------------------
in a fiduciary capacity), address and ----------------------------------------
telephone number: ----------------------------------------
----------------------------------------
X
----------------------------------------
Signature of Shareholder
Please print name (and title if signing ----------------------------------------
in a fiduciary capacity), address and ----------------------------------------
telephone number: ----------------------------------------
----------------------------------------
Please contact our Depositary at
1-800-245-7630 if you wish to deliver
your certificates by means of a
guaranteed delivery procedure and do not
understand the instructions on the
enclosed form entitled "Notice of
Guaranteed Delivery."
</TABLE>
2
<PAGE> 3
If you wish to have the check issued to you in payment of your shares made
payable to the order of a person other than the person(s) signing this election
form please complete the box entitled "Special Payment Instructions."
If you wish to have the check issued to you in payment of your shares:
- sent to someone other than the person(s) signing this election form; or
- sent to the person(s) signing this form but at an address other than that
shown on this election form please complete the box entitled "Special
Delivery Instructions."
You may disregard this page of the election form if none of the above
applies to you.
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check issued to you in payment of your shares
is to be sent to another person or to an address other than as set forth beneath
the record holder's signature on this election form.
Check to be delivered to:
Name:
(Please Print)
Address:
(Include Zip Code)
*Please attach additional sheets if necessary.
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if the check issued to you in payment of your shares
is to be made payable to the order of a person other than the record holder(s)
of the common shares.
Check to be issued to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security Number)
3
<PAGE> 4
*IMPORTANT TAX INFORMATION*
Under the federal income tax laws, if you are surrendering certificates
representing Class A or Class B common shares, you are required to provide our
Depositary with your correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below. If you do not provide our Depositary with the correct
TIN, you may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any cash payment that you may receive for your
certificates representing Class A or Class B common shares may be subject to a
31% backup withholding.
Certain certificate holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as such an
exempt recipient, the holder must submit a Form W-8 (certificate of foreign
status), signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 can be obtained from our Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional information.
If backup withholding applies to you, our Depositary is required to
withhold 31% of any cash amounts otherwise payable to you. Backup withholding is
not an additional income tax. Rather, if you are subject to backup withholding,
your tax liability will be reduced by the amount of tax withheld, provided that
you give certain required information to the Internal Revenue Service. If
withholding results in an overpayment of taxes, you may obtain a refund from the
Internal Revenue Service. PLEASE CONSULT YOUR ACCOUNTANT OR TAX ADVISOR FOR
FURTHER GUIDANCE IN COMPLETING THE SUBSTITUTE FORM W-9.
WHAT IS THE PURPOSE OF SUBSTITUTE FORM W-9?
To prevent backup withholding on cash payments that are made to a holder of
certificates representing Class A or Class B common shares that are surrendered
for payment in connection with the combination.
WHAT NUMBER TO GIVE OUR DEPOSITARY
Give our Depositary the social security number or employee identification
number of the record holder(s) of the certificates. If the certificates are in
more than one name or are not in the name of the actual holder, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
If the record holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, write "Applied For" in the space
for the TIN on Substitute Form W-9, sign and date the Substitute Form W-9 and
the Certificate of Awaiting Taxpayer Identification Number, and return them to
our Depositary. Notwithstanding that the Substitute Form W-9 is completed, our
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to our Depositary.
4
<PAGE> 5
<TABLE>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE FORM W-9
-----------------------------------------------------------------------------------------------------------------------
Name as shown on account (if joint, list first and circle name of the person or entity whose number you enter below).
Name:
----------------------------------------------------------------------------------------------------------------------
Address:
----------------------------------------------------------------------------------------------------------------------
City, State and Zip Code:
----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9 TAXPAYER IDENTIFICATION NO. FOR ALL ACCOUNTS TIN NUMBER
DEPARTMENT OF THE Enter your taxpayer identification number in (Social Security Number
TREASURY INTERNAL the appropriate box. For most individuals or Employer
REVENUE SERVICE this is your social security number. If you Identification Number):
do not have a number, see the enclosed --------------------------
Guidelines. If awaiting TIN, write "Applied (number)
For."
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
NOTE: If the account is more than one name, see
PAYOR'S REQUEST FOR TAXPAYER the enclosed Guidelines on which number to give
IDENTIFICATION NUMBER (TIN) the payor.
-------------------------------------------------------------------------------------------------------
For Payee Exempt from Backup Withholding, see the enclosed Guidelines and complete as provided
therein.
-------------------------------------------------------------------------------------------------------
CERTIFICATION -- Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to me) and
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b)
I have not been notified by the IRS that I am subject to backup withholding as a result of a
failure to report all interest or dividends or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS
that you are subject to backup withholding because of under reporting interest or dividends on your
tax return. However, if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer subject to backup withholding,
do not cross out item (2). (Also see instructions in the enclosed Guidelines).
-------------------------------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of this document other
than the certification required to avoid backup withholding.
SIGNATURE X -------------------------------------------------- DATE --------------------, 2000
-------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
5
<PAGE> 6
INSTRUCTIONS TO RECORD HOLDERS FOR COMPLETING THE ELECTION FORM
THE DEPOSITARY MUST RECEIVE YOUR ELECTION FORM AND ALL REQUIRED DOCUMENTS BEFORE
5:00 P.M., EASTERN DAYLIGHT TIME, ON AUGUST 14, 2000.
The enclosed election form relates to the proposed 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 an $18.50 per
share cash price.
WHAT WILL I RECEIVE AS A RESULT OF THE COMBINATION IF IT IS APPROVED?
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 voting 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. All of the election forms must
be received prior to the election deadline of 5:00 p.m., Eastern Daylight Time,
on August 14, 2000. Once this deadline passes, we will determine the exact
amount of cash to be distributed to you (if you have returned a completed
election form indicating that you wish to receive cash). You may receive less
than the amount of cash you elected. Each Class A and Class B common share that
is not converted into cash will be converted into one new voting common share of
Smucker.
HOW DO I TELL SMUCKER WHETHER I WANT NEW SHARES OR CASH?
The election form is enclosed. In order to receive cash, you must complete,
sign, and return the election form. If the Depositary does not receive your
completed election form before 5:00 p.m., Eastern Daylight Time, on August 14,
2000, you will 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.
WHAT DO I NEED TO DO IF I WANT TO ELECT TO RECEIVE CASH FOR ANY OF MY CLASS A OR
CLASS B COMMON SHARES?
Please complete the following items on the election form and send the form
with the certificates representing your Class A or Class B common shares to the
Depositary for receipt on or before 5:00 p.m., Eastern Daylight Time, on August
14, 2000:
- Description of Certificates Surrendered (on page 1 of the election form)
- Election (on page 2 of the election form)
- Signatures Required of All Shareholders Submitting this Election Form (on
page 2 of the election form )
- Substitute Form W-9 (on page 4 of the election form)
If you wish to deliver the certificates for shares being sold by means of a
guaranteed delivery procedure, you must also send in the enclosed form entitled
"Notice of Guaranteed Delivery." Please contact our Depositary at 1-800-245-7630
if you wish to deliver the certificates for shares being sold by means of a
guaranteed delivery procedure and do not understand the enclosed form.
Please contact our Depositary at 1-800-245-7630 if you wish to have the
check issued to you in payment for shares:
- made payable to the order of a person other than the person(s) signing
the election form; or
- sent to someone other than the person(s) signing the election form; or
- sent to the person(s) signing this form but at an address other than that
shown on the election form.
6
<PAGE> 7
WHAT DO I NEED TO DO IF I WANT TO ELECT TO RECEIVE NEW COMMON SHARES FOR ALL OF
MY CLASS A OR CLASS B COMMON SHARES?
If you wish to receive one new voting common share of Smucker for each of
your Class A and Class B common shares, you do not need to submit the enclosed
election form to the Depositary or mail in your share certificate(s). If the
combination is approved, each of your Class A and Class B common shares will
automatically be converted into one new voting common share of Smucker. There is
no need to exchange your share certificates.
WHEN WILL I RECEIVE THE CASH OR NEW COMMON SHARES?
If you receive one new voting common share of Smucker for each of your
Class A and Class B common shares, you will not receive new share certificates
from the Depositary. Your share certificates representing Class A or Class B
common shares will automatically represent new voting common shares of Smucker
following the combination.
If you have elected to receive cash for some or all of your Class A or
Class B common shares of Smucker, as soon as practicable after the effective
time of the combination the Depositary will mail to you:
- a cash payment by check with respect to each Class A and Class B common
share that is included in your effective cash election and not subject to
proration; and
- a certificate representing one new voting common share for each Class A
or Class B common share as to which:
- you have not elected to receive cash, and
- you have elected to receive cash but are receiving new common shares
because our shareholders have elected to receive cash in an aggregate
amount that exceeds $100 million.
Please remember that you might not receive cash in exchange for all of the
shares for which you have made an effective cash election due to the $100
million limit on cash payments to be made to shareholders.
DO I NEED TO SEND IN MY SHARE CERTIFICATES?
If you wish to elect to receive cash for some or all of your Class A or
Class B common shares, you must send in your share certificates with the
enclosed election form or by means of a guaranteed delivery procedure. Please
contact the Depositary, as discussed above, if you need assistance in completing
the form to deliver your certificates by means of a guaranteed delivery
procedure.
If you have not completed and returned the election form indicating that
you elect to receive cash for any of your Class A or Class B common shares, you
do not need to return the enclosed election form, nor do you need to return your
share certificates. Your share certificates representing Class A or Class B
common shares will automatically represent new voting common shares of Smucker
following the combination.
WHAT SHOULD I DO IF MY CLASS A OR CLASS B SHARE CERTIFICATES HAVE BEEN LOST,
STOLEN, OR DESTROYED?
If any of your Class A or Class B share certificates have been lost,
stolen, or destroyed, you should contact our Depositary at 1-800-245-7630 as
soon as possible.
WHAT HAPPENS IF I DO NOT RETURN THE ELECTION FORM?
If you do not return the election form, which must be received by the
Depositary before 5:00 p.m., Eastern Daylight Time, on August 14, 2000, you will
receive one new voting common share of Smucker for each of your Class A and
Class B common shares.
HOW SHOULD I SIGN THE ELECTION FORM AND THE CERTIFICATES AND DOCUMENTS THAT I
SUBMIT WITH THE ELECTION FORM?
You should sign the election form according to the procedures below that
apply to you:
- If you are the registered holder of the Class A and Class B common shares
covered by the form, the signatures must correspond with the names on the
face of the certificate(s) for the Class A and Class B common shares
covered by the form, without alteration or any other change whatsoever.
7
<PAGE> 8
- If any of the Class A and Class B common shares covered by the election
form are registered in the names of two or more persons, all of these
persons must sign the form. If you have multiple certificates, each
registered in the names of different holders, it will be necessary to
complete, sign, and submit as many separate election forms as there are
different registrations of the certificates.
- If you are the registered holder of the Class A and Class B common shares
covered by the election form, no endorsements of certificates or separate
stock powers are required, unless a check is to be payable to the order
of a person other than the registered holders of the shares.
- If a check is to be payable to the order of a person other than the
registered holders of the shares, you must contact our Depositary at
1-800-245-7630 for further instruction.
- If the election form is signed by a person other than the registered
holder of the Class A and Class B common shares covered by the form, you
must contact our Depositary at 1-800-245-7630 for further instruction.
- If the election form or any certificate or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation, or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and must submit
proper evidence satisfactory to the Depositary of such person's
authority.
WHAT HAPPENS IF I SEND THE ELECTION FORM TO SOMEONE OTHER THAN THE DEPOSITARY?
You should return the election form and all other required documents to the
Depositary at the address indicated below in the enclosed brown envelope.
Delivery of the election form to a different address will not constitute a valid
delivery and will result in your receiving one new voting common share of
Smucker for each of your Class A and Class B common shares. DO NOT SEND THE
ELECTION FORM WITH YOUR PROXY CARD.
WHAT IF I CHANGE MY MIND AFTER SENDING IN THE ELECTION FORM?
You may revoke your election at any time before 5:00 p.m., Eastern Daylight
Time, on August 14, 2000 by notifying the Depositary in writing at the address
indicated below. If you want to change your election, contact our Depositary at
1-800-245-7630 for further instructions.
HOW CAN I GET MORE HELP OR OBTAIN MORE COPIES OF THE ELECTION FORM?
If you need assistance or if you need additional copies of this election
form, of the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, of Form W-8, or of the proxy statement/prospectus, contact
Corporate Investor Communications, Inc. at 1-888-560-9903.
WHERE CAN I FIND MORE INFORMATION ABOUT THE ELECTION PROCESS?
The election process is summarized under the caption "The Combination --
Manner of Electing Cash or Shares" in the proxy statement/prospectus of The J.
M. Smucker Company, dated July , 2000 that was sent to you with this election
form. The election process is also described in the agreement governing the
combination, which is attached to the proxy statement/prospectus as Annex A. You
should read the agreement governing the combination and the proxy
statement/prospectus carefully before making an election. Among other matters,
you should read carefully the information contained in the proxy
statement/prospectus under the caption "Special Factors -- Material Federal
Income Tax Consequences."
WHAT IS THE DEPOSITARY'S ADDRESS?
Depending on the method of delivery that you choose to use, the
Depositary's address is as follows:
<TABLE>
<S> <C>
By Mail: By Hand or Courier:
Computershare Investor Services, LLC Computershare Investor Services, LLC
Wall Street Station Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>
The Depositary can also be contacted at 1-800-245-7630.
8
<PAGE> 9
BY SIGNING THE ELECTION FORM WHAT AM I AGREEING TO?
By signing the election form and submitting the form to the Depositary, you
are agreeing to all of the terms of the election form, these instructions, and
the following statements:
- You received the proxy statement/prospectus accompanying the election
form.
- Any cash election made in connection with the combination is subject to
the proration provisions described in the agreement governing the
combination, which is attached to the proxy statement/prospectus as Annex
A.
- You authorize the Depositary to deliver to Smucker the Class A and Class
B common shares covered by the election form and to receive from Smucker,
on your behalf, any check for the cash to be received in the combination
for the Class A and Class B common shares to which the election form
applies.
- You understand that all questions as to the validity, form, and
eligibility of any election and delivery and/or surrender of certificates
under the election form will be determined by the Depositary or as
otherwise provided by the agreement governing the combination, that any
determinations of this kind will be final and binding, and that neither
Smucker nor the Depositary are under any obligation to notify you of any
defect in the election form.
- You authorize the Depositary to issue any check to the registered holders
at the addresses listed on page 1 of the election form.
- You understand that no authority conferred by the election form or agreed
to be conferred will be affected by, and all authority of this kind will
survive, your death or incapacity and that all of your obligations under
the election form will be binding on your heirs, personal
representatives, successors, and assigns.
- You represent and warrant that you have full power and authority to
complete and deliver the election form and to surrender the certificates
surrendered with it free and clear of any liens, claims, charges, or
encumbrances whatsoever. Unless you otherwise endorse your stock
certificates or a stock power, the election form will be treated as a
stock power endorsed by you.
- If requested, you agree to execute and deliver all additional documents
deemed by the Depositary or Smucker to be necessary or desirable to
complete the assignment, transfer, cancellation, and retirement of the
Class A and Class B common shares covered by the election form.
- You understand that the election form will be effective only when it is
received by the Depositary and that the method of delivery that you
choose to use to deliver the form, any share certificates, and any other
documents is at your risk. You agree to bear the risk of loss of the
certificates until the Depositary has actually received the certificates.
If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. In all cases, sufficient time should be
allowed to ensure timely delivery by 5:00 p.m., Eastern Daylight Time, on
August 14, 2000.
- You understand that neither Smucker nor the Depositary will be liable to
any holder of Class A or Class B common shares for any cash delivered to
a public official pursuant to any applicable abandoned property, escheat,
or similar law.
9
<PAGE> 10
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
Social Security numbers have nine digits separated by two hyphens; i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen; i.e., 00-0000000. The table below will help determine the number to
give the payor.
<TABLE>
<CAPTION>
------------------------------------------------------------
GIVE THE NAME AND
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
------------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designed ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust under
state law
------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------
GIVE THE NAME AND
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
------------------------------------------------------------
<C> <S> <C>
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district,
or prison) that receives
agricultural program payments
------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's Social Security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
<PAGE> 12
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payor's trade or business and you have not provided
your correct taxpayer identification number to the payor.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payors
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure may be treated as being due to
negligence and will be subject to a penalty of 20% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
<PAGE> 13
NOTICE OF GUARANTEED DELIVERY
YOU MAY DISREGARD THIS FORM IF YOU DO NOT WISH TO DELIVER YOUR
SHARE CERTIFICATES BY MEANS OF A GUARANTEED DELIVERY PROCEDURE.
PLEASE CONTACT OUR DEPOSITARY, COMPUTERSHARE INVESTOR SERVICE, LLC, AT
1-800-245-7630 IF YOU HAVE ANY QUESTIONS ON THIS FORM.
Instead of forwarding your certificates with the election form, you may
deliver your certificates under the guaranteed delivery procedure. To use the
guaranteed delivery procedure in connection with the election form, have the
guarantor complete and execute the Guarantee of Delivery below. The guarantor
must be:
- a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.; or
- a commercial bank or trust company having an office or correspondent in
the United States; or
- another entity that is a member in good standing of the Securities
Transfer Association's Medallion Program.
Deliver this completed form with your completed election form so that they
are received by the Depositary before 5:00 P.M., Eastern Daylight Time, on
August 14, 2000.
Instruct the guarantor to deliver the certificates in proper form for
transfer to the Depositary no later than 5:00 p.m., Eastern Daylight Time, on
the third trading day after the date of execution of the Guarantee of Delivery
below. IF THE GUARANTOR FAILS TO DELIVER THE CERTIFICATES ON A TIMELY BASIS IN
ACCORDANCE WITH APPLICABLE GUARANTEED DELIVERY PROCEDURES, YOUR CASH ELECTION
FOR THOSE CERTIFICATES WILL BE VOID.
<PAGE> 14
THE J. M. SMUCKER COMPANY
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES ARE NOT
SURRENDERED WITH THIS FORM)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees delivery to the Depositary (at its address set forth
in the enclosed election form) of the certificates for the Class A and Class B
common shares of The J. M. Smucker Company to which this form relates, duly
endorsed in blank or otherwise acceptable in form for transfer on the books of
The J. M. Smucker Company no later than 5:00 P.M., Eastern Daylight Time, on the
third trading day after the date of execution of the Guarantee of Delivery.
Dated:____________________, 2000
No. of Class A Common Shares: ____________
No. of Class B Common Shares: ____________
Name of Firm: __________________________________________________________________
(AUTHORIZED SIGNATURE)
Address: _______________________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Telephone Number (including area code): ________________________________________
