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Filed by The J. M. Smucker Company pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed pursuant to Rule
14a-12 of the Securities Exchange Act of 1934.
Subject company: The J. M. Smucker Company (Commission File
No. 1-5111).
The following is a letter that was first given or sent by The J. M. Smucker
Company to its employees on May 16, 2000.
May 16, 2000
Dear Employees:
To benefit all of our Company's investors, including our many employees who also
are shareholders, we are initiating a shareholder value enhancement plan to
increase the value of our shares both now and into the future.
WHAT IS THE SHAREHOLDER VALUE ENHANCEMENT PLAN?
This is an integrated two-part plan that, first, will ask our shareholders to
approve a share consolidation proposal that will combine our current Class A and
B shares to create a new, single class of common shares that are similar to
today's Class A voting shares.
Upon shareholder approval of the share consolidation proposal, the Company will
initiate a stock buyback offer to repurchase up to $100 million in Class A and
Class B shares at $18.50 per share, a premium to the market value of the two
classes as of the close of trading on May 15, 2000.
WHY ARE WE DOING THIS?
By combining the two classes of shares, we believe our stock will be more
attractive to investors and be easier for them to buy and sell. By repurchasing
a significant block of our outstanding shares, we will increase the ownership
interest in the Company of each shareholder who does not elect to have shares
repurchased. We believe that each part of the plan will increase shareholder
value and that together they will make the Company's shares a more attractive
investment.
HOW WILL IT WORK?
In mid-July, the Company will send to shareholders (including employees who own
shares either on their own or through Company benefit plans) a proxy statement
describing the share consolidation plan in more detail. Shareholders will also
receive a form that will allow them to vote on whether or not the plan should be
implemented. Shareholders will be asked to submit their votes at or before the
August 15th annual
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meeting. Both Class A and Class B shares will vote on the plan, and if it is
approved by a two-thirds vote of each class voting separately, the plan will
move forward.
WHAT DOES THIS MEAN TO YOU?
With the Basic Beliefs as our foundation, each of us in the Company continues to
work hard to help to build our business and create future growth opportunities.
The shareholder value enhancement plan being announced today is an important
part of those efforts, and we hope that we may count on your support for the
plan.
If you have any questions about the shareholder value enhancement plan, please
do not hesitate to ask them of either your manager or an officer of the Company.
Additional information regarding the plan is included in the registration
statement that the Company has filed with the Securities and Exchange
Commission. That filing includes a preliminary proxy statement.
We encourage you to read the preliminary proxy statement and the final proxy
statement when it becomes available because they contain important information.
You may also obtain a copy of the registration statement from the web site of
the Securities and Exchange Commission, www.sec.gov, for free upon the posting
of the statement at that site.
Sincerely,
/s/ Tim /s/ Richard
THE COMPANY, ITS DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN OTHER MEMBERS OF
MANAGEMENT AND EMPLOYEES, AS WELL AS ITS PROXY SOLICITOR, CORPORATE
COMMUNICATIONS, INC., MAY BE SOLICITING PROXIES FROM COMPANY SHAREHOLDERS IN
FAVOR OF THE EXCHANGE PROPOSAL AND BUYBACK. INFORMATION CONCERNING THE
PARTICIPANTS IN THE SOLICITATION IS INCLUDED IN THE REGISTRATION STATEMENT. THIS
LETTER CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING
UNCERTAINTIES RELATING TO THE ACTUAL LIQUIDITY OF THE COMPANY'S SHARES, THE
COMPANY'S OPERATING PERFORMANCE, OTHER FACTORS AFFECTING SHARE PRICES, THE
NUMBER OF SHARES REPURCHASED IN THE BUYBACK, AND FACTORS AFFECTING CAPITAL
MARKETS GENERALLY.
