Filed by The J. M. Smucker Company
Commission File No. 333-73830
Subject Company: The Procter & Gamble Company
Pursuant to Rule 425 under the Securities Act of 1933
This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934.
THIRD QUARTER FY02 CONFERENCE CALL SCRIPT
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STEVE ELLCESSOR INTRODUCTION:
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Good morning everyone and thank you for joining us on The J.M. Smucker
Company's investor conference call to discuss our pending transaction with
Procter & Gamble to merge the Jif and Crisco brands into the Smucker Company. I
am Steve Ellcessor, and I am the company's Vice President--Finance and
Administration. With me this morning from The J.M. Smucker Company are Tim
Smucker, chairman and co-CEO, and Richard Smucker, president and co-CEO.
After this brief introduction, Tim will provide you with a strategic
overview of our growth plans and an update on our transaction. Then Richard will
provide a brief overview of the third quarter results and some perspective on
our current business. At the conclusion of their comments, which will last
approximately 15 minutes, Tim, Richard, and I will be available for any
questions you may have. The call in total will last approximately 45 minutes.
If you have not yet seen our press release, it is available on our Web
site at www.smuckers.com. If you have any follow-up questions, after today's
call please feel free to call me.
Before we begin, I would like to remind you that certain statements in
this presentation and during the question and answer period that follow may
relate to future events and expectations, and as such constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. I invite you to read the full disclosure statement concerning such
forward-looking statements in the press release.
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With that, I'll turn the call over to Tim Smucker.
TIM SMUCKER
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Good morning and thank you for joining us. We wanted to take this
opportunity to update you on the status of our transaction and to further
discuss our strategic vision for the company.
As most of you know, we announced in October our agreement with Procter
& Gamble to merge the Jif & Crisco brands into the Smucker Company. Today, I
would like to discuss why we feel this transaction is such a perfect strategic
fit for our company. Then I'd like to give you some perspective on our plans for
the future growth of those brands and our company. And finally, I'll update you
on the status of the transaction.
As I said, this transaction is a perfect strategic fit for our company.
It will create a "new" Smucker, combining three American icon brands, each with
the number one market position in their respective categories. Each of these
brands, like Smucker's, has a strong position in both the minds of consumers and
in the center aisles of the nation's retail outlets. These brands also support
Smucker's long-term strategy of building market share in our core retail brands
with
- trusted, high quality products;
- good, consistent marketing support; and
- time tested brand management skills.
They also support our primary emphasis on North American growth.
This transaction is expected to double our sales to approximately $1.3
billion a year and more than double our cash flows and profits, resulting in an
increased share price and long-term shareholder value. The deal is accretive to
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earnings per share and - because of its unique structure - it will provide us
with a very strong balance sheet and minimal debt. This creates a platform for
future growth - not only for growing existing brands - but it also gives us the
opportunity to acquire additional leading brands in the food business.
The addition of these new brands will also diversify our revenue
streams. Currently half of our business is in fruit spreads, dispersed across
several business areas. The new Smucker Company, on the other hand, will be
predominantly a consumer retail, branded business, with a good balance of
product categories. Roughly a quarter of our business will be in the peanut
butter category; a quarter will be in fruit spreads; and another quarter will be
in shortenings and oils. This provides us with a more balanced, profitable basis
for future growth.
Going forward, growth will continue to come from share of market gains
and new product initiatives in our core businesses. We believe there are share
of market opportunities for both Jif and Crisco, and we will invest in support
of those brands and their growth. We have always believed that consistent
marketing support is essential to the long-term strength and growth of a brand.
We will also continue to grow through the acquisition of other leading
food brands. We will maintain a conservative balance sheet, but are willing in
the right situations, to borrow in support of our acquisition strategy. For an
acquisition candidate to be considered, though, it will have to be a leading
brand and offer a return opportunity that meets or exceeds our return
requirements.
Let me move now to an update on the status of the transaction itself.
As I believe all of you are aware, completion of the transaction requires a
private letter ruling from the IRS. P&G filed the ruling request with the IRS in
November. Our expectation remains that it will take three to six months to
obtain the ruling. We are confident that the ruling will be issued and still
anticipate a closing during the second calendar quarter of this year.
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In addition, we are in the final stages of our discussions with the SEC
with regard to the form of the prospectus / proxy statement for our special
shareholders' meeting and expect to finalize those discussions in the very near
future. In order to ensure sufficient time between the mailing of the proxy
materials and the date of the special shareholder's meeting, we are moving the
originally scheduled March 1 meeting to a later date, yet to be determined. Once
we have concluded discussions with the SEC, we will announce that date. We do
not anticipate any difficulty in obtaining shareholder approval.
The integration plans with Procter & Gamble are proceeding as planned.
P&G continues to manage the Jif and Crisco businesses of course, but we are
remaining as close to the businesses as we can given the regulatory and legal
limitations. We expect roughly a three-month cutover transition once the closing
date occurs.
We anticipate one-time expenses of $10-15 million related to the transaction,
some of which will fall into this fiscal year and the remainder of which will be
recognized next year. The specific amount that we will incur this year will
depend upon the actual closing date, but we would expect it to be in the $3 to
$5 million range. As our earnings release stated, we have incurred about $1
million or $.02 per share in transaction costs through the end of the third
quarter.
The street's reception to the transaction has been very positive and we
have begun an active campaign to tell our story to a number of potential
institutional investors whom we believe would be interested in the investment
potential of our company.
As part of that effort to bring wider recognition to our investment
potential, we have conducted several "road shows" already, and we expect to do
several more through the completion of the transaction and beyond. In addition,
and as many of you know, we will be presenting at the Consumer Analyst Group of
New York conference next week.
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In sum, we are extremely excited about this transaction and look
forward to welcoming all of our new employees and shareholders to The J. M.
Smucker Company as we position ourselves for what we think will be a positive
and profitable future for all of us.
Now Richard will provide a few comments with regards to the results for
the third quarter.
RICHARD SMUCKER
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Good morning everyone. It's nice to be able to talk with so many of you
who are up so bright and early this morning. Hopefully you're enjoying some
toast and jam for breakfast as you listen to our call!
The most important thing to keep in mind as I highlight some of the key
performance numbers from the third quarter is that, at a time when we are
preparing to transform our company, our current business continues to perform
extremely well in terms of both top and bottom line results.
After I go through some of the specifics for the quarter, I will
discuss how well our current performance positions us to bring on board the Jif
and Crisco brands. I will also comment on the opportunities that the transaction
gives us to restructure our current businesses for greater efficiency going
forward. Finally, before we take your questions, I'll try to give you some
perspective on what to expect for the year with regard to earnings.
We are very pleased with the results for both the third quarter and the
first nine months. Diluted earnings per share were $0.32. It is important to
note that this includes approximately $.02 per share of costs associated with
the pending Jif and Crisco merger. The businesses, therefore, met the
performance that was expected of them by the street. Both EBITDA and net
earnings for the quarter were up 13% over last year.
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Sales were also strong, up 10% for the quarter and 4% for the first nine
months. Each major business area posted a sales increase for the quarter.
Looking at our domestic segment, sales were up 9% for the quarter. The
consumer business is experiencing steady and strong growth in the range of 6% in
the core retail business where we compete in three key categories: fruit
spreads, ice cream toppings, and natural peanut butter. Our fruit spreads market
share continues to grow.
Foodservice sales are up over 13 percent, the third consecutive quarter
of double-digit growth. This was primarily a result of the success of our
Uncrustables peanut butter and jelly sandwich. We continue to have excellent
results in the school systems around the country with this product.
Beverage sales are up 9% for the quarter with our R. W. Knudsen Family
and Santa Cruz Organic brands performing well.
Industrial sales were up 30%, due primarily to the added sales
contributed by the fruit preparation business acquired from International
Flavors and Fragrances in October. These sales contributed approximately $.02
per share to earnings this quarter. The success of that acquisition has helped
balance the anticipated loss of business in other parts of our industrial area,
which I will address further in a minute.
International sales were up 11% from last year - and would have been up
even more had exchange rates remained constant. Growth occurred in almost every
part of the Company's international segment including Australia, Brazil, Mexico,
and Export. Sales in Brazil increased 25% due primarily to the IFF acquisition.
Expenses for the quarter were in line with expectations. Going forward,
we expect that the addition of the Jif and Crisco businesses will result in SD&A
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expenses being a lower percentage of sales than they are today, even with the
increased marketing expenditures that we plan in support of the new brands.
As Tim mentioned, our long-term growth strategy for the Company will be
to focus primarily on leading brands within the retail segment. We will
nonetheless continue to support our other businesses and strive to make them as
strong and profitable as we can.
In that regard, let me comment further on our industrial business,
where we have seen margins that at one time were near corporate average erode
over the past several years. As we prepare to integrate Jif and Crisco and
increase our retail focus, we are using this opportunity to restructure our
industrial business by discontinuing select contracts that do not support our
long-term margin objectives. This will result in an annual loss of sales of
approximately $40-$50 million, with an after-tax earnings impact of less than $1
million. The IFF acquisition will help to replace some of those sales, at better
margins, and will also offset in part the overhead impact of the lost volume.
Overall, we believe that these decisions will make the industrial area a
smaller, but more profitable and, therefore, more viable part of our business in
the future.
So, with all of that said, our 4th quarter and year-end anticipated
results remain in line with analysts' earnings expectations in the range of
$1.33 to $1.37. This excludes the impact of any spending related to the
transaction. As we noted earlier, we are already incurring some cost and will
incur additional costs in our 4th quarter related to the Jif and Crisco
transaction. Therefore, bottom-line results for the year will depend to some
extent upon when that transaction closes and how many of the transaction costs
are incurred before year-end.
Let me close now by noting once again how extremely excited everyone in our
company is about the NEW Smucker Company. This powerful combination of #1
American icon brands complements our vision of acquiring profitable, center of
the store brands with #1 market positions. We believe that our results in this
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quarter and year-to-date show the strength of our company and the depth of our
management team. We believe that the value of the Company will be recognized as
we move forward and as we get the story out.
With that we'll take your questions.
Q&A SESSION
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GOODBYE
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Thank you again for joining us on the conference call this morning. We
look forward to talking more with each and every one of you about the inherent
value and growth potential of The J. M. Smucker Company. If you have any further
questions, please contact Steve Ellcessor and he will be happy to assist you.
Have a wonderful day.
SECURITIES LAWS LEGEND:
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THE J. M. SMUCKER COMPANY HAS FILED WITH THE COMMISSION A PROXY
STATEMENT-PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER
OF THE JIF AND CRISCO BUSINESSES WITH AND INTO THE J. M. SMUCKER COMPANY.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT-PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ON THE PROPOSED TRANSACTION. YOU WILL BE ABLE TO OBTAIN THE DOCUMENTS FILED WITH
THE COMMISSION FREE OF CHARGE AT THE WEBSITE MAINTAINED BY THE COMMISSION AT
WWW.SEC.GOV. IN ADDITION, YOU MAY OBTAIN DOCUMENTS FILED WITH THE COMMISSION BY
THE J. M. SMUCKER COMPANY 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.
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THE J. M. SMUCKER COMPANY AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED
TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE J. M. SMUCKER
COMPANY'S SHAREHOLDERS. A LIST OF THE NAMES OF THOSE DIRECTORS AND EXECUTIVE
OFFICERS AND DESCRIPTIONS OF THEIR INTERESTS IN THE J. M. SMUCKER COMPANY IS
CONTAINED IN THE J. M. SMUCKER COMPANY'S PROXY STATEMENT DATED JULY 10, 2001,
WHICH IS FILED WITH THE COMMISSION. SHAREHOLDERS MAY OBTAIN ADDITIONAL
INFORMATION ABOUT THE INTEREST OF THE DIRECTORS AND EXECUTIVE OFFICERS IN THIS
TRANSACTION BY READING THE PROXY STATEMENT-PROSPECTUS.
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