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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): April 22, 1999
THE J.M. SMUCKER COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-05111 34-0538550
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(State or other jurisdiction of incorporation) (Commission (IRS Employer Identification No.)
File Number)
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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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On April 22, 1999, the Directors of The J.M. Smucker Company, an Ohio
corporation (the "Company"), declared a dividend distribution of one class A
right (a "Class A Right") for each share of class A common stock, without par
value ("Class A Common Shares"), and one class B right (a "Class B Right" and,
together with the Class A Rights, the "Rights") for each share of class B common
stock, without par value ("Class B Common Shares" and, together with the Class A
Shares, the "Common Shares"), of the Company outstanding as of May 14, 1999 (the
"Record Date"). The dividend was declared pursuant to the terms of a Rights
Agreement, dated as of April 22, 1999 (the "Rights Agreement") by and between
the Company and Harris Trust and Savings Bank, as Rights Agent. The Rights
Agreement also provides, subject to specified exceptions and limitations, that
Common Shares issued or delivered from the Company's treasury after the Record
Date will be entitled to and accompanied by Class A Rights or Class B Rights, as
the case may be. The Rights are in all respects subject to and governed by the
provisions of the Rights Agreement, a copy of which (including all exhibits
thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this
reference. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of
Certificate of Adoption of Amendment to
Amended Articles of Incorporation as Exhibit
A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Stock as Exhibit C
thereto)
99.1 Form of letter to stockholders, dated May
1999
99.2 Press release, dated April 23, 1999
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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 - Administration
Secretary, and General Counsel
Dated: April 23, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment to Amended Articles of
Incorporation as Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a Summary of Rights
to Purchase Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated May 1999
99.2 Press release, dated April 23, 1999
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