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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 9, 2001
THE J.M. SMUCKER COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-5111 36-0538550
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Strawberry Lane, Orrville, Ohio 44667
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 682-3000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On October 9, 2001, The J.M. Smucker Company (the "Company"), The
Procter & Gamble Company ("P&G") and The Procter & Gamble Ohio Brands Company, a
wholly owned subsidiary of P&G ("Newco"), entered into a merger agreement (the
"Merger Agreement"). Pursuant to the Merger Agreement, P&G will distribute the
shares of Newco to P&G shareholders on a pro rata basis. Simultaneously, Newco
will be merged with and into the Company, with the Company as the surviving
corporation (the "Merger"). In connection with the Merger, the shareholders of
the Company and P&G will receive common shares of the Company as set forth in
the Merger Agreement.
As a condition to the Merger, P&G, The Procter & Gamble Manufacturing
Company (together with P&G, the "Contributors"), Newco and the Company will
enter into a contribution agreement (the "Contribution Agreement"), whereby the
Contributors will contribute and transfer to Newco the Jif peanut butter and
Crisco shortening and oils businesses presently conducted by the Contributors.
In connection with the merger, P&G has entered into a shareholders
agreement (the "Shareholders Agreement") with certain Smucker shareholders (the
"Shareholders"), which Shareholders Agreement provides, among other things, that
the Shareholders will vote: (i) in favor of the issuance of Company common
shares pursuant to the Merger and the adoption of the Merger Agreement; (ii)
against the approval of any action, agreement, or proposal that would result in
a breach of any representation, warranty, covenant, or obligation of the Company
in the Merger Agreement or that would delay or hinder the consummation of the
Merger or that would preclude fulfillment of a condition precedent under the
Merger Agreement to the Company's, P&G's, or Newco's obligation to consummate
the Merger; and (iii) against any action, agreement, or proposal made in
opposition to or in competition with the issuance of Company common shares
pursuant to the Merger and the consummation of the Merger, including, any
competing transaction or superior proposal. The Shareholders that are a party to
the Shareholders Agreement hold between 33% to 46% of the voting power of the
Company.
The foregoing descriptions of the Contribution Agreement, the Merger
Agreement, and the Shareholders Agreement are not complete and are qualified in
their entirety by reference to the full text of those agreements, copies of
which are filed as exhibits to this Form 8-K and are incorporated herein by
reference. The joint press release issued by the Company and P&G in connection
with the execution of the Merger Agreement has been filed previously with the
Securities and Exchange Commission (the "SEC") and is incorporated herein by
reference.
Free copies of documents filed with the SEC may be obtained at the
website maintained by the SEC at www.sec.gov. In addition, documents filed with
the SEC by the Company may also be obtained free of charge by requesting them in
writing from The J.M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667,
Attention: Investor Relations, or by telephone at (330) 682-3000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated October 9, 2001, by and
among The Procter & Gamble Company, The Procter & Gamble Ohio
Brands Company and The J.M. Smucker Company.
2.2 Form of Contribution Agreement by and among The Procter &
Gamble Company, The Procter & Gamble Manufacturing Company,
The Procter & Gamble Ohio Brands Company and The J.M. Smucker
Company.
99.1 JMS Shareholder Voting Agreement and Irrevocable Proxy, dated
October 9, 2001, between The Procter & Gamble Company and the
Shareholders listed on SCHEDULE A thereto.
99.2 Joint press release, dated October 10, 2001 (filed on Form 425
on October 10, 2001 and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE J.M. SMUCKER COMPANY
By: /s/ Steven J. Ellcessor
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Name: Steven J. Ellcessor
Title: Vice President - Finance and Administration,
Secretary and General Counsel
Dated: October 11, 2001
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated October 9, 2001, by and
among The Procter & Gamble Company, The Procter & Gamble Ohio
Brands Company and The J.M. Smucker Company.
2.2 Form of Contribution Agreement by and among The Procter &
Gamble Company, The Procter & Gamble Manufacturing Company,
The Procter & Gamble Ohio Brands Company and The J.M. Smucker
Company.
99.1 JMS Shareholder Voting Agreement and Irrevocable Proxy, dated
October 9, 2001, between The Procter & Gamble Company and the
Shareholders listed on SCHEDULE A thereto.
99.2 Joint press release, dated October 10, 2001 (filed on Form 425
on October 10, 2001 and incorporated herein by reference).