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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 a press release that was first released by
The J. M. Smucker Company on June 15, 2000.
J. M. SMUCKER ANNOUNCES YEAR-END RESULTS
FOR IMMEDIATE RELEASE June 15, 2000
The J. M. Smucker Company
Strawberry Lane, Orrville, Ohio 44667
(330) 682-3000
Contact: Steven J. Ellcessor, Vice President - Finance
and Administration and General Counsel
J. M. Smucker Announces Year-End Operating Results
ORRVILLE, Ohio, June 15,2000---The J. M. Smucker Company (NYSE: SJM.A and
SJM.B), today announced its financial results for the year ended April 30, 2000.
Sales for the year were $632,486,000, up 5% over fiscal 1999 sales of
$602,457,000 due to strength in its international, foodservice, and specialty
areas. Earnings for the year were $35,983,000 or $1.26 per share, before
nonrecurring charges. This compared to $37,763,000 or $1.30 per share last year.
On a diluted basis, earnings per share before nonrecurring charges were $1.26
compared to $1.29 last year. The operating results for the year were consistent
with preliminary expectations released last month.
The Company also announced that sales in the fourth quarter were $156,598,000,
even with the same period last year. Earnings per share for the three-month
period, before the impact of nonrecurring charges, were $.26 per share compared
to $.34 last year on a diluted basis.
The Company reported that sales increase in the foodservice channel came from
volume growth of the portion control segment, addition of the Lea & Perrins
products, and sales of the new Smucker's Uncrustables peanut butter and jelly
sandwich.
In the consumer market, sales were softer than expected, up 1% over last year.
Despite the modest increase, the Company's share of the domestic fruit spreads
market hit record levels, passing the 40% share level.
In the international area, the increase in sales came from a combination of
growth in existing businesses and the addition of facilities in new geographical
areas. The Company's Canadian business contributed significantly to both sales
and profits as sales increased approximately 10% over the prior year. Sales
gains in Mexico, Australia, and in European exports were also reported. The
Company's recent addition of production facilities in Brazil and Scotland also
contributed to the sales growth outside of the U.S.
Earnings were impacted by higher fruit costs throughout the year, along with
higher selling and distribution costs, and investment spending in new products
and businesses. Interest expense was also up as the Company took on $75 million
of long-term debt to fund general corporate activities including stock
repurchases, acquisitions, and the refinancing of existing debt.
During the year, the Company recorded nonrecurring charges of $14,492,000 or
$.34 per share, resulting from a previously announced write down of certain
assets. The charge in the fourth quarter was $9,687,000 or $.23 per share and
resulted from the write-down of carrying value of certain intangible assets,
primarily goodwill resulting from previous acquisitions.
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In August, Smucker will ask its Class A and Class B common shareholders to
approve a one-for-one exchange of all their shares for new common shares that
are similar to today's Class A voting common.
If the plan is approved by the shareholders, Smucker will couple the share
consolidation with an offer to buy back up to $100 million of Class A and Class
B shares at $18.50 per share, a premium to the market price of the two classes
as of the close of trading on May 15,2000.
The J. M. Smucker Company (www.smucker.com) was founded in 1897 when the
Company's namesake and founder sold his first product--apple butter--from the
back of a horse drawn wagon. Today, over a century later, the Company is the
market leader in fruit spreads, ice cream toppings, health and natural foods
beverages, and natural peanut butter in North America. The Company has over
2,000 employees worldwide and distributes products in more than 60 countries.
This release contains forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially, including
factors affecting fruit and other commodity prices, the Company's operating
performance, other factors affecting share prices, the number of shares
repurchased in the buyback, and factors affecting capital markets generally.
These risks and uncertainties are detailed from time to time in reports filed by
the Company with the Securities and Exchange Commission including forms 10-Q and
10-K.
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The J.M. Smucker Company
STATEMENTS OF CONSOLIDATED INCOME
<TABLE>
<CAPTION>
Year Ended April 30,
----------------------------------------
2000 1999
------------------ ------------------
(Dollars in thousands, except
per share data)
<S> <C> <C>
NET SALES $ 632,486 $ 602,457
Cost of products sold 414,476 395,944
------------------ ------------------
GROSS PROFIT 218,010 206,513
Selling, distribution, and administrative expenses 162,283 147,538
Nonrecurring charge 14,492 ---
------------------ ------------------
OPERATING INCOME 41,235 58,975
Interest income 2,706 1,948
Interest expense (3,111) (179)
Other income - net 701 887
------------------ ------------------
INCOME BEFORE INCOME TAXES 41,531 61,631
Income taxes 15,174 23,868
------------------ ------------------
NET INCOME $26,357 $37,763
================== ==================
NET INCOME PER COMMON SHARE $ .92 $ 1.30
================== ==================
NET INCOME PER COMMON SHARE - ASSUMING DILUTION $ .92 $ 1.29
================== ==================
Dividends declared per share:
Class A $ .61 $ .57
================== ==================
Class B $ .61 $ .57
================== ==================
Weighted-Average Shares Outstanding 28,670,770 29,057,593
================== ==================
Weighted-Average Shares Outstanding -
Assuming Dilution 28,750,355 29,274,719
================== ==================
</TABLE>
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The J. M. Smucker Company
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 30,
----------------------------------------
2000 1999
------------------ ------------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 33,103 $8,683
Trade receivables 62,518 51,858
Inventories 121,515 114,200
Other current assets 11,996 11,401
------------------ ------------------
Total Current Assets 229,132 186,142
Property, Plant & Equipment, Net 174,648 166,543
Other Noncurrent Assets 71,604 81,198
------------------ ------------------
$ 475,384 433,883
================== ==================
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $32,520 $40,262
Notes payable --- 8,966
Other current liabilities 35,669 38,403
------------------ ------------------
Total Current Liabilities 68,189 87,631
Long Term Debt 75,000 ---
Other Noncurrent Liabilities 18,722 21,923
Shareholders' Equity, Net 313,473 324,329
------------------ ------------------
$ 475,384 $ 433,883
================== ==================
</TABLE>
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The J. M. Smucker Company
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(Unaudited)
The following is a summary of unaudited quarterly results of operations for the
years ended April 30, 2000 and 1999.
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
----------------------------------------------------------------------------------------------------------------------
Net Income per
Common
Net Net Income per Share-Assuming
Quarter Ended Net Sales Gross Profit Income Common Share Dilution
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2000 July 31 $161,495 $58,028 $11,037 $0.38 $0.38
October 31 163,965 54,873 9,389 0.33 0.32
January 31 150,428 54,491 4,963(1) 0.17(1) 0.17(1)
April 30 156,598 50,618 968(1) 0.03(1) 0.03(1)
----------------------------------------------------------------------------------------------------------------------
1999 July 31 $150,500 $53,862 $10,416 $0.36 $0.36
October 31 154,894 51,690 9,063 0.31 0.31
January 31 140,772 49,055 8,245 0.28 0.28
April 30 156,291 51,906 10,039 0.35 0.34
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Annual earnings per share may not equal the sum of the individual quarters due
to differences in the average number of shares outstanding during the
respective periods.
(1)Includes nonrecurring charges during fiscal 2000 third and fourth quarters
of $3,192 ($.11 per share) and $6,434 ($.23 per share), respectively,
relating to the impairment of certain long-lived assets.