UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The J.M. Smucker Company
(Name of Issuer)
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Common Stock, without par value
(Title Class of Securities)
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832696 30 6
(CUSIP Number)
Terry L. Overbey, Esq.
Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, OH 45202
(513) 983-4463
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 9, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 832696 30 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Procter & Gamble Company
31-0411980
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED
5,457,756
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BY EACH 9 SOLE DISPOSITIVE POWER
0
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,457,756
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the shares
of common stock, without par value (the "Shares") of The J.M. Smucker Company,
an Ohio corporation (the "Company"). The principal executive offices of the
Company are located at Strawberry Lane, Orville, Ohio 44667
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f). This Statement is being filed by The Procter & Gamble
Company, a corporation incorporated under the laws of Ohio ("P&G"). P&G is a
consumer products company engaged in the manufacturing and marketing of a broad
range of products in many countries around the world. The address of its
principal business and of its principal office is One Procter & Gamble Plaza,
Cincinnati, Ohio 45202. The name, business address, citizenship and present
principal occupation of each executive officer and director of P&G is set forth
in Annex A hereto.
(d)-(e). During the last five years, neither P&G nor, to the best of
P&G's knowledge, any person named in Annex A hereto (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
P&G has not expended, and does not expect to expend, funds in connection
with its beneficial ownership of the Shares. P&G has obtained beneficial
ownership of the Shares in connection with a shareholders agreement and
irrevocable proxy (described in item 4).
ITEM 4. PURPOSE OF TRANSACTION
On October 9, 2001, P&G, The Procter & Gamble Ohio Brands Company, an
Ohio corporation and a wholly owned subsidiary of P&G ("Newco") and the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") which
provides, among other things, that, subject to certain conditions, Newco will be
spun off to the P&G stockholders and then will be immediately merged with and
into the Company (the "Merger") after which, the Company will be the surviving
corporation (the "Surviving Corporation").
Also on October 9, 2001, P&G entered into a Shareholders Agreement and
Irrevocable Proxy (the "Shareholders Agreement") with Timothy P. Smucker, the
Reid S. Smucker Trust, the Sarah L. Smucker Trust, the Timothy P. Smucker
Protected Trust, the Timothy P. Smucker Exempt Trust, the Willard E. Smucker
Trust, the Willard E. Smucker Foundation, Jennifer C. Smucker, the John E.
Smucker Trust, Richard K. Smucker, the Julie E. Smucker Protected Trust, the
Julie E. Smucker Exempt Trust, Emily D. Smucker, Julie E. Smucker UGMA, the
Lorraine E. Smucker Personal Trust, Susan S. Wagstaff, Reid & Susan Wagstaff,
the Susan S. Wagstaff Protected Trust, the Susan S. Wagstaff Exempt Trust,
Kimberly A. Wagstaff UGMA and H. Reid Wagstaff (collectively, the
"Shareholders") pursuant to which, among other things, the Shareholders agreed
to vote the 5,457,756 Shares they currently own of record, as well as any shares
they may hereafter acquire, in favor of the Merger Agreement and the
transactions contemplated thereby at the meeting of the shareholders of the
Company to be called in connection with the Merger Agreement. As a result of the
Shareholders Agreement, P&G may be deemed to share voting power over the Shares
beneficially owned by the Shareholders. The Shareholders Agreement is included
as Exhibit 2 hereto.
The purpose of the Shareholders Agreement is to facilitate and increase
the likelihood that the Merger will be consummated. The shareholders that are a
party to the voting agreement hold between 33% and 46% of the voting power of
the Company.
In the Merger, each outstanding share of common stock of the Company
will be converted into the right to receive a specified number of shares of
newly issued common stock of the Surviving Corporation ("Surviving Corporation
Common Stock"), such specified number subject to certain terms and adjustments
as set forth in the Merger Agreement, and each outstanding share of the common
stock of Newco will be converted into a right to receive one fiftieth (1/50) of
a share of Surviving Corporation Common Stock.
Except as set forth above, neither P&G nor, to the best of P&G's
knowledge, any of the persons listed in Annex A hereto have any present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of this Statement.
The foregoing summaries of the Merger Agreement and the Shareholders
Agreement are qualified in their entirety by reference to such agreements,
copies of which are attached as exhibits hereto and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Shareholders Agreement, P&G may be deemed to
beneficially own the 5,457,756 Shares currently owned of record by the
Shareholders. Such Shares represent approximately 22.4% of the outstanding
Shares (based upon the 24,404,754 Shares reported by the Company to be issued
and outstanding as of October 9, 2001 in the Merger Agreement). To the best of
P&G's knowledge, none of the persons listed in Annex A hereto beneficially owns
any Shares.
(b) P&G may be deemed to share voting power with respect to the
5,457,756 Shares subject to the Shareholders Agreement.
(c) Except as described above, neither P&G nor, to the best of P&G's
knowledge, any of the persons listed in Annex A hereto has effected any
transactions in the securities of the Company during the past sixty days.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described in this Statement, neither P&G nor, to the best
of P&G's knowledge, any of the persons named in Annex A hereto is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Company, including but not limited to transfer or Shareholders
of any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profits or losses
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Merger Agreement (incorporated by reference to Exhibit 2.1
of the Current Report on Form 8-K filed by the Company on
October 12, 2001)
Exhibit 2 Shareholders Agreement (incorporated by reference to
Exhibit 99.1 of the current report on Form 8-K filed by the
Company on October 12, 2001)
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 17, 2001
THE PROCTER & GAMBLE COMPANY
By: /s/ TERRY L. OVERBEY
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Name: Terry L. Overbey
Title: Secretary
Annex A
EXECUTIVE OFFICERS AND DIRECTORS OF THE PROCTER & GAMBLE COMPANY
The name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each of the executive officers and directors of
The Procter & Gamble Company is set forth below. Unless noted below, the
principal business address of each of the executive officers and directors is
One Procter & Gamble Plaza, Cincinnati, Ohio 45202. Each executive officer and
each director of The Procter & Gamble Company is a citizen of the United States,
except Jorge P. Montoya, President-Global Food & Beverage and Latin America and
Ernesto Zedillo, Director, who are citizens of Peru and Mexico, respectively.
POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT NAME
NAME AND BUSINESS ADDRESS
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EXECUTIVE OFFICERS
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A.G. Lafley President and CEO
John E. Pepper Chairman of the Board
Richard L. Antoine Global Human Resources Officer
Bruce L. Byrnes President-Global Beauty Care
and Global Health Care
R. Kerry Clark President-Global Market
Development & Business Operations
Stephen N. David Chief Information Officer
and Business-to-Business Officer
R. Keith Harrison, Jr. Global Product Supply Officer
James J. Johnson Chief Legal Officer
Mark D. Ketchum President-Global Baby, Feminine
and Family Care
Robert A. McDonald President-Global Fabric
& Home Care
Jorge Montoya President-Global Food &
Beverage and Latin America
Charlotte R. Otto Global External Relations Officer
Michael J. Power Global Business Services Officer
James R. Stengel Global Marketing Officer
POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT NAME
NAME AND BUSINESS ADDRESS
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DIRECTORS
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Norman R. Augustine Chairman of the Executive Committee
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, MD 20817
Donald R. Beall Retired Chairman & CEO
Rockwell International Corporation
5 Civic Plaza, Suite 320
Newport Beach, CA 92660
Scott D. Cook Chairman of the Executive Committee
Intuit Inc.
2632 Marine Way, MS 2475
Mountain View, CA 94043
Domenico De Sole President & Chief Executive Officer
Gucci Services Limited
4 Grafton Street
London W1S 4EF U.K.
Richard J. Ferris Retired Co-Chairman
Doubletree Corporation
1436 Ridge Road
Northbrook, IL 60062
Joseph T. Gorman Retired Chairman of the Board
TRW, Inc.
Lakepoint Office Park, Suite 410
3201 Enterprise Parkway
Beechwood, OH 44122
A. G. Lafley President and Chief Executive Officer
The Procter & Gamble Company
Charles R. Lee Chairman & Co-Chief Executive Officer
Verizon Communications
1095 Avenue of the Americas
39th Floor
New York, NY 10036
Lynn M. Martin Advisor
Deloitte & Touche LLP
Two Prudential Plaza
180 N. Stetson Avenue, Suite 2000
Chicago, IL 60601
John E. Pepper Chairman of the Board
The Procter & Gamble Company
Jonathan A. Rodgers President
Discovery Networks,U.S.
7700 Wisconsin Avenue
Bethesda, MD 20814
John F. Smith, Jr. Chairman of the Board
General Motors Corporation
Mail Code 482-C39-B10
300 Renaissance Center
Detroit, MI 48265
Ralph Snyderman, M.D. Chancellor for Health Affairs and
Executive Dean, Duke University
School of Medicine; President and
CEO, Duke University Health System, Inc.
Davison Building, Grreen Zone
Room 106
Durham, NC 27710
Robert D. Storey Partner, Thompson Hine LLP
3900 Key Tower
127 Public Square
Cleveland, OH 44114
Marina v.N. Whitman, Ph.D Professor of Business
Administration and Public Policy,
The University of Michigan
Gerald R. Ford School of Public Policy
411 Lorch Hall
611 Tappan Street
Ann Arbor, MI 48109
Ernesto Zedillo Retired, Former President of Mexico
Agua 110
Col. Jardines del Pedregal
Deleg. Alvaro Obregon
01900
Mexico D.F.