UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
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): October 13, 2004
The J. M. Smucker Company
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Ohio 1-5111 34-0538550
---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Strawberry Lane
Orrville, Ohio 44667-0280
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 682-3000
Not Applicable
-------------------------------------------------------------
(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))
Item 7.01 Regulation FD Disclosure
Pursuant to Item 7.01, "Regulation FD Disclosure", information is being
furnished with respect to The J. M. Smucker Company's voluntary odd-lot program
for its eligible shareholders, which will allow shareholders with fewer than 100
shares to either sell all of their shares or to purchase additional shares to
increase their holdings to 100 shares. Eligible shareholders are those
registered and beneficial shareholders owning fewer than 100 Smucker common
shares. The program will be in affect from October 14, 2004 through November 12,
2004, unless extended or earlier terminated.
The actual price per share eligible shareholders will receive or pay will be
determined by the date that the shareholder's authorization to participate in
the program is received in good order by Computershare Investor Services LLC,
and cannot be guaranteed in advance. The odd-lot program has been divided into
two pricing periods:
Pricing Period 1: October 14, 2004 through October 28, 2004
Pricing Period 2: October 29, 2004 through November 12, 2004
Shares submitted for sale will be matched to shares requested for purchase by
other participating shareholders. If more shares are requested for sale than for
purchase, shareholders will receive or pay the average of the closing market
price for The J. M. Smucker Company common shares as reported on the New York
Stock Exchange for the respective pricing period. The Company will repurchase
these net sales of shares, which will represent a portion of the one million
shares the Company's Board of Directors authorized the repurchase of in August
2004.
If more shares are requested for purchase than for sale, the balance of shares
not matched will be purchased in the open market throughout the respective
pricing period and a few days afterward. A weighted average price will be
determined by these market trades for the respective pricing period, and that is
the price shareholders will receive or will pay. Weighted averaging means the
per share price is obtained by dividing the aggregate dollar amount of all
purchases of shares for the participants during the respective pricing period by
the total number of shares purchased on behalf of such participants during the
pricing period.
A copy of the press release announcing the odd-lot program, dated October 13,
2004, is attached to this Current Report on Form 8-K as Exhibit 99, and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Exhibit
Number Description
------- -----------
99 Press Release Announcing Voluntary Odd-Lot Program,
dated October 13, 2004
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
--------------------------------------
Richard K. Smucker
President, Co-Chief Executive Officer,
and Chief Financial Officer
Date: October 13, 2004
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------- -----------
99 Press Release Announcing Voluntary Odd-Lot Program, dated October
13, 2004