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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JANUARY 13, 2005
THE J. M. SMUCKER COMPANY
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(Exact Name of Registrant as Specified in Charter)
OHIO 1-5111 34-0538550
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Strawberry Lane
Orrville, Ohio 44667-0280
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 682-3000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The J. M. Smucker Company and its wholly owned subsidiaries, International
Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., and
Robin Hood Multifoods Corporation, have entered into a Purchase Agreement with
Value Creation Partners Inc., dated as of January 13, 2005, for the sale of the
Multifoods foodservice and bakery products businesses, which includes Multifoods
U.S. foodservice and bakery products operations and its Canadian locations
operated under the Gourmet Baker name, acquired as part of the International
Multifoods acquisition.
The transaction is subject to usual and customary closing conditions including
Hart-Scott-Rodino clearance and is expected to close by the middle of February.
Value Creation Partners Inc. will acquire the foodservice and bakery products
businesses of International Multifoods Corporation for $43 million, subject to a
working capital adjustment, consisting of $33 million in cash and a $10 million
subordinated promissory note. The note will bear interest at an annual rate of
8% and will be payable in January 2010. The Company does not anticipate an
impact on its earnings per share as a result of this transaction.
The U.S. foodservice and bakery operations of International Multifoods
Corporation consists of five manufacturing locations in the United States and
three manufacturing locations in Canada, employing a total of approximately 780
employees.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Exhibit
Number Description
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99.1 Press Release, dated January 14, 2005
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/ Richard K. Smucker
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Richard K. Smucker
President and Co-Chief Executive Officer
Date: January 14, 2005
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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99.1 Press Release, dated January 14, 2005