1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68416
================================================================================
Prospectus
THE J. M. SMUCKER COMPANY
75,000 COMMON SHARES
THE J. M. SMUCKER COMPANY: THE OFFERING:
o We manufacture and market food products on a o All of the common shares are being sold by an
worldwide basis. existing shareholder.
o The J. M. Smucker Company o There is an existing trading market for
Strawberry Lane these shares on the New York Stock Exchange.
Orrville, Ohio 44667 The reported last sales price on the NYSE
(330) 682-3000 on September 4, 2001 was $28.32 per share.
o NYSE SYMBOL: SJM o The aggregate proceeds to the selling shareholder
will be the purchase price of the common shares
sold less the aggregate agents' and
underwriters' discounts, if any.
o Smucker will not receive any proceeds from the
sale of the shares, but will pay the expenses
of registration relating to this offering.
--------------------------------------------------------------------------------
------------
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
------------
The distribution of the common shares by the selling shareholder may be
effected from time to time in one or more transactions (which may involve block
transactions) on the New York Stock Exchange or such other national stock
exchange on which the common shares are traded, in special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges, in the over-the-counter market, in negotiated
transactions, through underwriters, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Any broker-dealers, agents or underwriters that participate with the
selling shareholder in the distribution of any of the common shares may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933 and
any discount or commission received by them and any profits on the resale of the
common shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The date of this Prospectus is September 5, 2001.
2
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a registration statement on
Form S-3 with the Securities and Exchange Commission under the Securities Act.
The registration statement contains exhibits and other information that are not
contained in this prospectus. Our descriptions in this prospectus of the
provisions of documents filed as exhibits to the registration statement or
otherwise filed with the Securities and Exchange Commission are only summaries
of the documents' material terms. If you want a complete description of the
contents of these documents, you should obtain the documents yourself by
following the procedures described below.
We are subject to the reporting requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, file reports and other information
with the Securities and Exchange Commission. Our reports and other information
filed by us can be inspected and copied at the Public Reference Room maintained
by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can be obtained from the Public
Reference Room at prescribed rates. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. The Securities and Exchange Commission also maintains a
website that contains reports, proxy and information statements and other
information regarding us filed electronically with the Securities and Exchange
Commission. The address of the site is: http://www.sec.gov. Our common shares
are quoted on the New York Stock Exchange and in connection therewith, reports
and other information concerning us may also be inspected at the offices of the
New York Stock Exchange. For further information on obtaining copies of our
reports and other information concerning us at the New York Stock Exchange,
please call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission permits us to "incorporate by
reference" information into this prospectus, which means that we can disclose
important information to you by referring to other documents filed separately
with the Securities and Exchange Commission. The information in the following
documents filed by Smucker with the Securities and Exchange Commission (File No.
001-05111) is incorporated by reference into this document:
o Annual Report on Form 10-K for the fiscal year ended April 30,
2001, dated and filed on July 24, 2001;
o The description of our common shares set forth in the
Registration Statement on Form 8-A, dated and filed on August
28, 2000; and
o The description of our preferred share purchase rights set
forth in the Registration Statement on Form 8-A/A, dated and
filed on August 28, 2000.
Smucker may be required by the Securities and Exchange Commission to
file other documents pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus and the
termination of the offering of the shares offered by this prospectus. These
documents will be deemed to be incorporated by reference in this document and to
be a part of it from the date they are filed with the Securities and Exchange
Commission.
1
3
We will provide without charge to each person to whom this prospectus
is delivered, upon the written or oral request of such person, a copy (without
exhibits other than exhibits specifically incorporated by reference) of any or
all documents incorporated by reference into this prospectus. Requests for such
copies should be directed to:
The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667-0280
Attn: Shareholder Services
Telephone: (330) 682-3000
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION
Some of the information included or incorporated by reference in this
prospectus includes forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially, including
the uncertainties relating to the actual liquidity of Smucker's shares,
Smucker's operating performance, other factors affecting share prices, and
factors affecting the capital markets generally. Actual results may differ
depending on a number of factors including:
o the success and cost of introducing new products;
o general competitive activity in the market;
o the ability of business areas to achieve sales targets and the
costs associated therewith;
o Smucker's ability to improve sales and earnings performance in
its formulated ingredient business;
o costs associated with the implementation of new business and
information systems;
o raw material and ingredient cost trends; and
o foreign currency exchange and interest rate fluctuations.
Smucker undertakes no obligation, other than as may be required by law, to
update or revise forward-looking statements to reflect changes in assumptions,
the occurrence of unanticipated events, or changes in future operating results
over time.
2
4
THE J. M. SMUCKER COMPANY
The J. M. Smucker Company was established in 1897 and was incorporated
in Ohio in 1921. We are often referred to as Smucker's (a registered trademark),
and operate in one industry, the manufacturing and marketing of food products on
a worldwide basis.
Our principal products are fruit spreads, dessert toppings, peanut
butter, frozen peanut butter and jelly sandwiches, industrial fruit products,
fruit and vegetable juices, beverages, syrups, condiments, and gift packages.
Domestically, our products are primarily sold through brokers to chain,
wholesale, cooperative, independent grocery accounts and other consumer markets,
to foodservice distributors and chains including hotels, restaurants, schools,
and other institutions, and to other food manufacturers.
Our distribution outside the United States is principally in Canada,
Australia, Brazil, Mexico, the Pacific Rim, and Greater Europe, although we
export products to other countries as well.
RISK FACTORS
An investment in Smucker's common shares involves risk. In addition to
the other information contained or incorporated by reference in this prospectus,
you should carefully consider the following risk factors in deciding whether to
invest in our common shares.
TAKEOVER DEFENSE PROVISIONS MAY INHIBIT A TAKEOVER OF SMUCKER.
Various provisions of Ohio corporation law and our constituent
documents may inhibit changes in control not approved by our Directors and may
have the effect of depriving shareholders of any opportunity to receive a
premium over the prevailing market price of our common shares in the event of an
attempted unsolicited takeover. In addition, the existence of these provisions
may adversely affect the market price of our common shares. These provisions
include:
o a classified board of directors;
o control share acquisition provisions;
o a requirement that special meetings of shareholders be
called only by our Directors or holders of 25% of all shares
outstanding and entitled to vote at the meeting; and
o advance notice requirements for shareholder proposals and
nominations.
We also have a shareholder rights plan that provides for, among other
things, distributions to our shareholders upon an actual or prospective change
in control of Smucker. The plan has an anti-takeover effect because a
distribution under the plan may cause a substantial dilution to a person or
group that attempts to acquire a substantial number of our common shares without
approval of our Directors.
OWNERSHIP BY OUR DIRECTORS AND OFFICERS AND MEMBERS OF THE SMUCKER FAMILY MAY
ADVERSELY AFFECT THE MARKET FOR OUR COMMON SHARES.
Based on the voting from our annual shareholders' meeting on August 14,
2001, we estimate that our directors and officers, and members of the Smucker
family together control approximately 55% of the voting power of Smucker. This
concentration of voting power may inhibit changes in control of Smucker and may
adversely affect
3
5
the market price of our common shares. In addition, sales of a substantial
amount of common shares in the public market, or the perception that these sales
may occur, could adversely affect the market price of our common shares.
USE OF PROCEEDS
All common shares being offered by this prospectus will be sold by the
selling shareholder for its own account. We will not receive any proceeds from
the sale of any shares by the selling shareholder.
SELLING SHAREHOLDER
The following table sets forth information with respect to the selling
shareholder as of July 31, 2001, including:
o the name and address of the selling shareholder;
o the number of common shares owned by, and percentage ownership
of, the selling shareholder both immediately prior to and
following the sale of shares offered by this prospectus; and
o the maximum number of common shares offered by this
prospectus.
Because the selling shareholder may offer all, a portion or none of the
common shares offered by this prospectus, we cannot assure you as to the number
of common shares that will be held by the selling shareholder immediately
following the offering. The following table assumes that all shares registered
by the selling shareholder will be sold.
PERCENTAGE OF PERCENTAGE OF
SHARES SHARES SHARES BENEFICIALLY SHARES BENEFICIALLY
BENEFICIALLY OWNED BENEFICIALLY OWNED TOTAL SHARES OWNED FOLLOWING OWNED FOLLOWING
NAME BEFORE OFFERING (1) BEFORE OFFERING OFFERED OFFERING OFFERING
------------------------- -------------------- -------------------- ------------------- --------------------- ---------------------
Strategos 75,000 * 75,000 0 0
2460 Sand Hill Road
Suite 202
Menlo Park, CA 94025
----------------------
* Less than 1%
(1) Includes 75,000 common shares issuable upon exercise of an
option that entitles Strategos to purchase the shares at an
exercise price of $23.00 per share. Under the option
agreement, the exercise price is subject to adjustment in
certain circumstances. The option is currently exercisable and
expires on January 24, 2006.
We have agreed to bear all expenses, other than underwriting discounts,
fees or selling commissions, and expenses of counsel to the selling shareholder,
relating to the registration and sale of the common shares issued to the selling
shareholder.
4
6
PLAN OF DISTRIBUTION
The selling shareholder may offer to sell any or all of the common
shares covered by this prospectus from time to time in varying amounts. At the
time a particular offer of common shares is made by the selling shareholder, to
the extent required, a prospectus supplement will be distributed that will set
forth the aggregate number of common shares being offered, and the terms of the
offering, the name or names, if any, of broker-dealers, agents or underwriters,
any discounts, commissions and other items constituting compensation from, and
the resulting net proceeds to, the selling shareholder.
Any broker-dealers, agents or underwriters that participate in the
distribution of the common shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any profit on the sale of the common
shares by them and any discounts, commissions or concessions received by them
may be deemed to be underwriting discounts and commissions under the Securities
Act.
In order to comply with the securities laws of specific states, the
selling shareholder may sell common shares covered by this prospectus to the
public in some states only through broker-dealers who are registered or licensed
in those states.
Agents, broker-dealers and underwriters may engage in transactions
with, and perform investment banking and advisory services for us.
Agents, broker-dealers and underwriters may be entitled under
agreements entered into with us and the selling shareholder to indemnification
by us and the selling shareholder against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which those agents, broker-dealers or underwriters may be required to
make.
LEGAL MATTERS
The validity of the common shares offered hereby will be passed upon
for Smucker by Steven J. Ellcessor, Vice President - Finance and Administration,
Secretary, and General Counsel of Smucker.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
Annual Report on Form 10-K for the year ended April 30, 2001, as set forth in
their reports, which are incorporated by reference in this prospectus and
registration statement. Our financial statements and schedule are incorporated
by reference in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.
5
7
You should rely only on the information contained in this prospectus and in the
reports and other information that we file with the Securities and Exchange
Commission. We have not authorized any person to make a statement that differs
from what is in this prospectus. If any person does make a statement that
differs from what is in this prospectus, you should not rely on it. This
prospectus is not an offer to sell, nor is it seeking an offer to buy, these
securities in any state where the offer or sale is not permitted. The
information in this prospectus is complete and accurate as of its date, but the
information may change after that date.
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION.......................1
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE............................................1
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION.............................2
THE J. M. SMUCKER COMPANY.................................3
RISK FACTORS..............................................3
USE OF PROCEEDS...........................................4
SELLING SHAREHOLDER.......................................4
PLAN OF DISTRIBUTION......................................5
LEGAL MATTERS.............................................5
EXPERTS...................................................5
--------------------
75,000 SHARES
THE J. M. SMUCKER COMPANY
COMMON SHARES
--------------------
PROSPECTUS
--------------------