March 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sirs:
Pursuant to the requirements of the Securities Exchange Act of 1934,
Hershey Foods Corporation is filing the enclosed Form 8-K.
Should you have any questions, please give me a call at (717)534-7911.
Sincerely
HERSHEY FOODS CORPORATION
/s/ Mark E. Kimmel
Senior Counsel
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): MARCH 6, 1997
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HERSHEY FOODS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware I-183 23-0691590
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 Crystal A Drive, Hershey, Pennsylvania 17033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
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Page 1 of 7 Pages
Exhibit Index - Page 3
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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The Corporation entered into an Underwriting Agreement dated September 27,
1995 with Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner and Smith Incorporated with respect to the issuance by the Corporation of
certain debt securities. The Corporation has entered into a Pricing Agreement
dated March 6, 1997 concerning the issuance and sale of $150 million
aggregate principal amount of 6.95% Notes due March 1, 2007 ("Notes").
Information concerning the Notes and related matters is set forth in the
Corporation's Prospectus dated March 6, 1997, and in a Prospectus Supplement
dated March 6, 1997, which was filed with the Securities and Exchange
Commission on March 7, 1997.
Item 7. Financial Statements and Exhibits
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Exhibits filed herewith:
1--Underwriting Agreement, dated September 27, 1995, by and among the
Corporation, Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.*
28--Pricing Agreement, dated March 6, 1997, by and among the Corporation,
Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
* Previously filed as an exhibit to the Corporation's Form 8-K on October 2,
1995.
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 thereunto duly authorized.
Dated: March 7, 1997
HERSHEY FOODS CORPORATION
By /s/ Mark E. Kimmel
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Mark E. Kimmel
Assistant Secretary
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Exhibit Index
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Exhibit No. Description Page No.
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1 Underwriting Agreement, dated
September 27, 1995, by and
among the Corporation, Goldman
Sachs & Co., Merrill Lynch & Co.
and Merrill Lynch, Pierce, Fenner
& Smith Incorporated.*
28 Pricing Agreement, dated March 6, 4
1997, by and among the Corporation,
Goldman Sachs & Co., Merrill Lynch
& Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
* Previously filed as an exhibit to the Corporation's Form 8-K on October 2,
1995.
3