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): November 29, 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 1.01 Entry into a Material Definitive Agreement
On November 29, 2004, The J. M. Smucker Company entered into an asset purchase
agreement with Baldwin Richardson Foods Co. for the purchase of assets
comprising the bakery ingredients business of the Company's industrial
operations, currently manufactured at the Company's Orrville, Ohio, facility.
The sale is expected to close by December 31, 2004. The Company will continue to
produce industrial bakery ingredients for Baldwin Richardson pursuant to a
contract packing agreement through September 2005.
The Company has also entered into a letter of intent with Sabroso Company for
the sale of the dairy ingredient portion of the Company's industrial business.
The Company anticipates a definitive purchase agreement will be executed prior
to December 31, 2004 and that the transaction will close by the end of January
2005. As part of the agreement, the Company will lease space in its Oxnard,
California, facility to Sabroso.
The industrial business will continue to be reported as part of the Company's
continuing operations. Industrial sales planned for fiscal 2005 were
approximately $60 million. The sale of the combined industrial businesses is
expected to generate proceeds of approximately $20 million, in a combination of
$14 million in cash and $6 million in a promissory note, and will result in a
net gain of approximately $4 million. The purchase agreement with Baldwin
Richardson also provides for an additional contingent payment of up to $2
million based on performance over the two years following the closing of the
transaction. The net impact on fiscal 2005 results is not anticipated to be
material as the loss of operating income that the businesses generated is
expected to be offset by the gain on the sale of the businesses.
A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item 2.05 Costs Associated with Exit or Disposal Activities
The information set forth under the caption "Item 1.01 Entry into a Material
Definitive Agreement" is incorporated herein by reference.
The Company also announced that as part of its supply chain optimization project
(SCOP), it intends to close its Salinas, California, manufacturing operations by
the end of calendar 2005 and restructure its distribution network. Upon full
implementation of these plans, the Company would expect a net reduction of
approximately 200 employees. The revision to the distribution network will
include a transition to full service mixing centers located in the eastern,
southern, and western regions of the country. These centers will distribute all
of the Company's major domestic brands, including those acquired as part of the
Multifoods acquisition. The Company will continue to operate its distribution
center located at its Salinas location until the manufacturing operation is
closed down next year.
The Company expects to record restructuring charges of approximately $15 million
related to these SCOP initiatives, of which approximately $6 million will be
recorded in fiscal 2005 with
the balance in fiscal 2006. Included in the restructuring charges are
approximately $13 million of cash outlays which relate primarily to severance
costs and equipment relocation expenses.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Exhibit
Number Description
------ -----------
99.1 Press Release, dated November 29, 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: December 2, 2004
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
99.1 Press Release, dated November 29, 2004