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DRAFT 6/8/94
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K-A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15 (d) of the
Securities Exchange Act of 1934
THE J. M. SMUCKER COMPANY
(Exact name of Registrant as specified in Charter)
Amendment No. 1
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report dated
April 14, 1994 on Form 8-K as set forth in the pages attached hereto:
Item 7. Financial Statements And Exhibits
---------------------------------
(a) Financial Statements of Business Acquired
- - - --------------------------------------------------
The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
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Report of Independent Auditor's
Statements of Net Assets Acquired as of December 31, 1993
and 1992 and unaudited March 31, 1994
Statements of Operations before Income Taxes for the years ended
December 31, 1993 and 1992 and unaudited three
months ended March 31, 1994 and 1993
Notes to Financial Statements
(b) Pro Forma Financial Information (Unaudited)
- - - ----------------------------------------------------
The J. M. Smucker Company and The Frozen Pie Business
----------------------------------------------------
of Mrs. Smith's Frozen Foods Co.
--------------------------------
Pro Forma Condensed Consolidated Statements of Income (Unaudited)
for the year ended April 30, 1993 and nine months ended
January 31, 1994
Pro Forma Condensed Balance Sheet (Unaudited) as of January 31, 1994
Notes to Pro Forma Financial Statements (Unaudited)
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Exhibits
(c) Exhibits furnished in accordance with the provisions of item 601 of
regulation S-k:
23-1 Consent of Independent Auditors
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
June 13, 1994 THE J. M. SMUCKER COMPANY
BY STEVEN J. ELLCESSOR
Secretary
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ITEM 7 (a)
The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
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Financial Statements
--------------------
Statements of Net Assets Acquired
----------------------------------
as of December 31, 1993 and 1992 and unaudited March 31, 1994
--------------------------------------------------------------
and Statements of Operations Before Income Taxes for the years ended
--------------------------------------------------------------------
December 31, 1993 and 1992 and unaudited three months ended
-----------------------------------------------------------
March 31, 1994 and 1993
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Report of Independent Auditors
Board of Directors and Shareholders
The J. M. Smucker Company
We have audited the accompanying statements of net assets acquired of The
Frozen Pie Business of Mrs. Smith's Frozen Foods Co. as of December 31, 1993
and 1992 and the related statements of operations before income taxes for the
years then ended. These financial statements are the responsibility of Mrs.
Smith's Frozen Foods Co.'s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1, the accompanying financial statements were prepared
solely to present the net assets acquired by The J. M. Smucker Company
pursuant to the Asset Purchase Agreement, and are not intended to be a complete
presentation of The Frozen Pie Business's assets and liabilities.
In our opinion, the statements referred to above present fairly the net assets
acquired of The Frozen Pie Business of Mrs. Smith's Frozen Foods Co. at
December 31, 1993 and 1992 and its operations before income taxes for the years
then ended, in conformity with generally accepted accounting principles.
ERNST & YOUNG
Philadelphia, PA
June 3, 1994
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The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Statements of Net Assets Acquired
(UNAUDITED)
DECEMBER 31 MARCH 31
1993 1992 1994
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(Amounts in thousands)
Inventories:
Raw materials $ 18,445 $ 15,833 $ 17,741
Finished goods 5,925 5,680 10,452
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24,370 21,513 28,193
Prepaids and other 370 392 15
Property, plant and equipment:
Land and buildings 18,337 15,905 18,534
Machinery and equipment 37,309 31,646 37,200
Construction in process 1,400 3,784 1,012
Accumulated depreciation (28,205) (25,793) (28,881)
----------------------------------------------------------------
Net property, plant, and equipment 28,841 25,542 27,865
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Total assets 53,581 47,447 56,073
Accrued promotion expense (6,295) (6,807) (4,776)
Coupon liability (3,941) (3,215) (4,032)
Accrued salaries and benefits (1,803) (1,826) (2,120)
Other accrued liabilities (1,301) (2,277) (633)
----------------------------------------------------------------
Total liabilities (13,340) (14,125) (11,561)
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Net assets $ 40,241 $ 33,322 $ 44,512
================================================================
See accompanying notes.
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The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Statements of Operations Before Income Taxes
(UNAUDITED)
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
1993 1992 1994 1993
------------------------------------------------------------------
(Amounts in thousands)
Net sales $ 138,085 $ 143,782 $ 19,196 $ 20,877
Cost of products sold 94,483 100,226 16,255 15,568
------------------------------------------------------------------
Gross profit 43,602 43,556 2,941 5,309
Selling and administrative expenses 31,696 32,480 9,597 8,261
------------------------------------------------------------------
11,906 11,076 (6,656) (2,952)
Other income, net 43 717 51 10
------------------------------------------------------------------
Income (loss) before income taxes $ 11,949 $ 11,793 $ (6,605) $ (2,942)
==================================================================
SEE ACCOMPANYING NOTES.
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The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Notes to Financial Statements
December 31, 1993 and 1992,
and unaudited three months ended March 31, 1994 and 1993
(Amounts in thousands)
NOTE A: ACQUISITION
On March 31, 1994 The J. M. Smucker Company acquired certain assets and assumed
certain liabilities of The Frozen Pie Business of Mrs. Smith's Frozen Foods
Co., a wholly owned subsidiary of Kellogg Company. The acquisition was made
pursuant to the Asset Purchase Agreement dated March 1, 1994. The Frozen Pie
Business manufactures and markets branded frozen retail pies, frozen retail
desserts, frozen pie shells and in-store bake pies under the Mrs. Smith's brand
name. The business is seasonal with the majority of sales and earnings
occurring during the second half of the calendar year.
Historically, earnings in the first calendar quarter were at a loss. In the
three months ended March 31, 1994, the loss was increased over the same period
last year by significant costs incurred with the national rollout of "Smart
Style", a new line of thaw-and-serve desserts.
The Frozen Pie Business had no separate legal status as it was an
integral part of Mrs. Smith's Frozen Foods Co.'s overall operations. As a
result, separate financial statements of The Frozen Pie Business were not
prepared. The accompanying financial statements have been prepared from the
historical accounting records of Mrs. Smith's Frozen Foods Co. Since only
certain assets are being acquired and liabilities assumed, statements of
financial position and cash flows are not applicable.
NOTE B: ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements reflect all adjustments which are,
in the opinion of management, necessary to a fair statement of the results for
the interim periods presented.
INVENTORIES
Inventories are stated at the lower of cost or market determined on the
first-in, first-out (FIFO) method. Costs include material, direct labor and
manufacturing overhead.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are carried at cost with depreciation computed
over the estimated useful life by the straight-line method, based on the
following lives:
Buildings -- 40 years and machinery and equipment -- 10 years. Depreciation
expense was $3,255 and $2,863 for 1993 and 1992, respectively, and $808 and
$665 for the three months ended March 31, 1994 and 1993, respectively.
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The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Notes to Financial Statements (continued)
NOTE C: ALLOCATED COSTS
Since The Frozen Pie Business is an integral component of Mrs. Smith's
Frozen Foods Co., certain common costs incurred have been allocated in the
accompanying statements of operations before income taxes, based upon relative
sales volume, units of production, and assets in service. Allocated costs are
included in cost of products sold and selling and administrative expenses, as
follows:
(UNAUDITED)
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
1993 1992 1994 1993
---------------------------------------------------------------
Manufacturing overhead $ 2,089 $ 6,708 $ 56 $ 251
Selling and administrative 4,078 4,804 1,403 1,101
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$ 6,167 $ 11,512 $ 1,459 $ 1,352
===============================================================
Common costs have been allocated based upon various factors which management
believes are reasonable; however, these allocations are not necessarily
indicative of the expenses that would have been incurred had The Frozen Pie
Business been operated as a stand-alone business.
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ITEM 7 (b)
The J. M. Smucker Company
-------------------------
The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
--------------------------------------------------------
Pro Forma Financial Information (Unaudited)
-------------------------------------------
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The J. M. Smucker Company
The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Pro Forma Financial Information (Unaudited)
The following unaudited pro forma financial information is based on the
historical financial statements of The J. M. Smucker Company. The Frozen Pie
Business of Mrs. Smith's Frozen Foods Co., a wholly-owned subsidiary of Kellogg
Company, had no separate legal status as it was an integral part of Mrs.
Smith's Frozen Foods Co.'s overall operations. As a result, separate financial
statements of the frozen pie business were not prepared. The following pro
forma financial information has been prepared from the historical accounting
records of Mrs. Smith's Frozen Foods Co.
The pro forma information gives effect to the acquisition by The J. M. Smucker
Company of certain net assets of The Frozen Pie Business pursuant to the Asset
Purchase Agreement, under the purchase method of accounting and the assumptions
and adjustments set forth in the accompanying notes to the unaudited pro forma
condensed consolidated financial statements.
The pro forma financial information may not be indicative of the results that
would have occurred if the transaction had taken place on the date indicated
nor do they represent a basis for assessing future performance. The pro forma
financial information should be read in conjunction with the historical
financial statements of The J. M. Smucker Company and Mrs. Smith's.
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The J. M. Smucker Company
and The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Pro Forma Condensed Statement of Consolidated Income (Unaudited)
HISTORICAL YEAR ENDED
APRIL 30, MARCH 31, PRO FORMA
1993 1993 ADJUSTMENTS
(Amounts in thousands, except J. M. SMUCKER THE FROZEN INCREASE PRO FORMA
per share data) COMPANY PIE BUSINESS (DECREASE) CONSOLIDATED
------------------------------------------------------------------------
Net sales $ 491,309 $ 143,724 $ $ 635,033
Cost of products sold 313,930 100,177 a) (400) 413,707
------------------------------------------------------------------------
Gross profit 177,379 43,547 400 221,326
Selling, distribution and administrative
expenses 117,641 34,660 b) 1,089 153,390
------------------------------------------------------------------------
59,738 8,887 (689) 67,936
Other income, net 609 698 1,307
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60,347 9,585 (689) 69,243
Interest (income) expense, net (1,123) c) 3,947 2,824
------------------------------------------------------------------------
Income before income taxes and
cumulative effect of change in
accounting method 61,470 9,585 (4,636) 66,419
Income taxes 24,071 d) 1,940 26,011
------------------------------------------------------------------------
Income before cumulative effect of
change in accounting method 37,399 9,585 (6,576) 40,408
------------------------------------------------------------------------
Cumulative effect of change in
accounting method (4,454) (4,454)
------------------------------------------------------------------------
Net Income $ 32,945 $ 9,585 $ (6,576) $ 35,954
========================================================================
Income per Common share before
cumulative effect of change in
accounting method $ 1.27 $ 1.37
============ ================
Net income per Common Share $ 1.12 $ 1.22
============ ================
Weighted average shares outstanding 29,547,100 29,547,100
============ ================
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The J. M. Smucker Company
and The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Pro Forma Condensed Statement of Consolidated Income (Unaudited)
HISTORICAL
NINE MONTHS ENDED
JANUARY 31, DECEMBER 31, PRO FORMA
1994 1993 ADJUSTMENTS
(Amounts in thousands, except J. M. SMUCKER THE FROZEN INCREASE PRO FORMA
per share data) COMPANY PIE BUSINESS (DECREASE) CONSOLIDATED
-------------------------------------------------------------------------
Net sales $ 377,297 $ 116,572 $ $ 493,869
Cost of products sold 239,819 78,426 a) (300) 317,945
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Gross profit 137,478 38,146 300 175,924
Selling, distribution and administrative
expenses 93,791 23,225 b) 817 117,833
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43,687 14,921 (517) 58,091
Other income, net 377 34 411
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44,064 14,955 (517) 58,502
Interest (income) expense, net (523) c) 2,357 1,834
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Income before income taxes 44,587 14,955 (2,874) 56,668
Income taxes 17,871 d) 4,845 22,716
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Net income $ 26,716 $ 14,955 $ (7,719) $ 33,952
=========================================================================
Net income per Common Share $ .92 $ 1.16
============== =================
Weighted average shares outstanding 29,191,050 29,191,050
============== =================
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The J. M. Smucker Company
and The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
January 31, 1994
PRO FORMA
HISTORICAL ADJUSTMENTS
J. M. SMUCKER THE FROZEN INCREASE PRO FORMA
(Amounts in thousands) COMPANY PIE BUSINESS (DECREASE) CONSOLIDATED
-------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 25,293 $ $ a) (24,100) $ 1,193
Trade receivables, less allowance 39,651 39,651
Inventories 90,027 26,869 116,896
Other current assets 5,562 325 5,887
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Total current assets 160,533 27,194 (24,100) 163,627
Property, plant and equipment, net 104,022 28,513 b) 3,580 136,115
Intangible assets 28,477 b) 36,452 64,929
Other noncurrent assets 8,481 8,481
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Total Assets $ 301,513 $ 55,707 $ 15,932 $ 373,152
=========================================================================
Liabilities and Shareholders' Equity
Accounts payable $ 22,183 $ $ $ 22,183
Other current liabilities 25,706 11,715 a) 518 37,939
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Total current liabilities 47,889 11,715 518 60,122
Long-term debt 887 a) 59,406 60,293
Other noncurrent liabilities 16,794 16,794
Shareholders' equity 235,943 43,992 (43,992) 235,943
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Total Liabilities and Shareholders' Equity $ 301,513 $ 55,707 $ 15,932 $ 373,152
=========================================================================
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The J. M. Smucker Company
and The Frozen Pie Business of Mrs. Smith's Frozen Foods Co.
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
1. NOTES TO PRO FORMA CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
The pro forma condensed statements of consolidated income (unaudited) have been
prepared on the assumption that the transaction had occurred on May 1, 1992.
The principal adjustments relate to:
a) Adjustment to reflect reduction in depreciation resulting from the
revaluation of fixed assets to fair value and modifications to their
estimated useful lives.
b) Adjustment to record amortization of intangible assets associated
with the acquisition.
c) Adjustment to reflect incremental interest expense on debt and
reduced interest income from cash investments used to finance the
acquisition.
d) Adjustment to tax effect the pro forma adjustments and The Frozen
Pie Business income, not previously tax effected, at The
J. M. Smucker Company's effective tax rate.
2. NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
The pro forma condensed consolidated balance sheet (unaudited) has been
prepared on the assumption that the transaction had occurred on January 31,
1994. The principal adjustments relate to:
a) Adjustment to reflect the consideration paid for The Frozen Pie
Business, including related out-of-pocket expenses. The amount
paid included debt financing and cash paid from internally
generated funds.
b) Adjustment to restate assets acquired and liabilities assumed at
fair values and to record intangible assets associated with the
acquisition.
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-21273 and Form S-8 No. 33-38011) pertaining to the 1987 Stock
Option Plan and (Form S-8 No. 33-32637) pertaining to the UK Employees (1989)
Stock Option Plan and Elsenham (Nonapproved) Stock Option Plan , of our report
dated June 3, 1994, with respect to the financial statements of net assets
acquired of The Frozen Pie Business of Mrs Smith's Frozen Foods Co. by the
J. M. Smucker Company included in Amendment No. 1 of its Current Report dated
April 14, 1994 on Form 8-K.
ERNST & YOUNG
JUNE 13, 1994