-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q3XJqxUsgkaqwUAKJp+ExSbDygtulmQV9k7Acx5rKVBOIPnx7oHmiQ/VBPqt8kcN EEj1Dpy2Bvv3O2U2+J+4Zg== 0000950152-95-001575.txt : 19950726 0000950152-95-001575.hdr.sgml : 19950726 ACCESSION NUMBER: 0000950152-95-001575 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950725 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMUCKER J M CO CENTRAL INDEX KEY: 0000091419 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 340538550 STATE OF INCORPORATION: OH FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 95555698 BUSINESS ADDRESS: STREET 1: STRAWBERRY LN CITY: ORRVILLE STATE: OH ZIP: 44667 BUSINESS PHONE: 2166823000 MAIL ADDRESS: STREET 1: STRAWBERRY LANE, P.O. BOX 280 CITY: ORRVILLE STATE: OH ZIP: 44667 10-K 1 J.M. SMUCKER 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 1995 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-5111 THE J. M. SMUCKER COMPANY Ohio 34-0538550 State of Incorporation I.R.S. Employer Identification No. One Strawberry Lane Orrville, Ohio 44667-0280 Principal executive offices Telephone number: (216) 682-3000 Securities registered pursuant to Section 12(b) of the Act: Class A Common Shares, no par value Registered on the Class B Common Shares, no par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and has been subject to such filing requirements for at least the past 90 days. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of July 3, 1995, 14,384,839 Class A Common Shares and 14,778,839 Class B Common Shares of The J. M. Smucker Company were issued and outstanding. The aggregate market value of the voting Common Shares (Class A) held by non-affiliates of the Registrant at July 3, 1995, was $243,969,381. Certain sections of the Registrant's definitive Proxy Statement, dated July 17, 1995, for the August 15, 1995 Annual Meeting of Shareholders and of the 1995 Annual Report to Shareholders are incorporated by Reference into Parts I, II, III and IV of this Report. 2 PART I ITEM 1. BUSINESS THE COMPANY. The J. M. Smucker Company was begun in 1897 and was incorporated in Ohio in 1921. The Company, generally referred to as Smucker's (a registered trademark), operates in one industry, the manufacturing and marketing of food products on a worldwide basis. Unless otherwise indicated by the context, the term "Company" as used in this report means The J. M. Smucker Company and its subsidiaries. PRINCIPAL PRODUCTS. The principal products of the Company are fruit spreads, frozen pies, dessert toppings, syrups, peanut butter, industrial fruit products (such as bakery and yogurt fillings), fruit and vegetable juices, juice beverages, pie fillings, condiments, and gift packages. The Company is structured around seven strategic business areas: Consumer, Mrs. Smith's, Beverage, International, Foodservice, Industrial, and Specialty Foods. Within the domestic markets, the Company's products are primarily sold through brokers to chain, wholesale, cooperative, and independent grocery accounts and other consumer markets, and to foodservice distributors and chains including hotels, restaurants, and institutions. Industrial products such as bakery and fruit fillings are typically sold direct to other food manufacturers and marketers for inclusion in their products. The Company's distribution outside the United States is principally in Canada, Australia and the Pacific Rim, the United Kingdom, and Latin America, although products are exported to other countries. International sales represent approximately 11% of total Company sales. SOURCES AND AVAILABILITY OF RAW MATERIALS. The fruit raw materials used by the Company in the production of its food products are generally purchased from independent growers and suppliers, although the Company grows some strawberries for its own use. Because of the seasonal nature and volatility of quantities of most of the crops on which the Company depends, it is necessary to prepare and freeze stocks of fruit, fruit juices, berries, and other food products and to maintain them in cold storage warehouses. Sweeteners, peanuts, and other ingredients are obtained from various other sources. PATENTS AND TRADEMARKS. The Company's products are marketed under several trademarks owned by the Company. The principal trademarks are the Company's names and certain designs of products. Major trademarks include: Smucker's, Mrs. Smith's, The R. W. Knudsen Family, After The Fall, Mary Ellen, Dickinson's, Lost Acres, IXL, Laura Scudder's, Simply Fruit, Dutch Girl, Good Morning, Extra Fruit, Double Fruit, J. M. Smucker's, Super Spreaders, Low Sugar, Goober, Magic Shell, Special Recipe, Sundae Syrup, Recharge, Santa Cruz Natural, Spritzer, Fruit Teazer, Heinke, and Fruitage. In addition, the Company licenses the Peanuts, Shirriff, and Vachon brands. 3 Other slogans or designs considered important trademarks to the Company include: "With a name like Smucker's, it has to be good," Smucker's banner, the Crock Jar shape, Gingham design, and strawberry logo. SEASONALITY. Historically, the Company's business has not been highly seasonal. However, due to the demand for frozen pies during the Fall and Thanksgiving and Christmas holiday seasons, the Company's second and third quarter financial performance is significantly impacted by Mrs. Smith's results during those periods. WORKING CAPITAL. Working capital requirements are greatest during the late spring and summer months due to seasonal procurement of fruits, berries, and peanuts. During this period, short-term borrowing may be used to augment working capital generated by sales. CUSTOMERS. The Company is not dependent either on a single customer or on a very few customers for a major part of its sales. No single domestic or foreign customer accounts for more than 10% of consolidated sales. ORDERS. Generally, orders are filled within a few days of receipt and the backlog of unfilled orders at any particular time is not material. GOVERNMENT BUSINESS. The Company has no material portion of its business which may be subject to negotiation of profits or termination of contracts at the election of the government. COMPETITION. The Company is the U.S. market leader in the fruit spread, frozen pie, ice cream topping, and natural peanut butter categories. The Company's business is highly competitive as all its brands compete for retail shelf and freezer space with other advertised and branded products as well as unadvertised and private label products. The rapid growth of alternative store formats (i.e. warehouse club and mass merchandise stores) and changes in business practices, resulting from both technological advances and new industry techniques, have added additional variables for companies in the food industry to consider in order to remain competitive. The principal methods of and factors in competition are product quality, price, advertising, and promotion. RESEARCH AND DEVELOPMENT. The Company predominantly utilizes in-house programs to both develop new products and improve existing products in each of its strategic business areas. In relation to consolidated assets and operating expenses, amounts expensed in each of the areas were not material in any of the last three years. ENVIRONMENTAL MATTERS. Compliance with the provisions of federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon the capital expenditures, earnings, or competitive position of the Company. EMPLOYEES. At April 30, 1995, the Company had approximately 2,600 full-time employees, worldwide. SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning international operations for the years 1995, 1994, and 1993 is hereby incorporated by reference from the 1995 Annual Report to Shareholders, on page 19 under Note B: "Operating Segments." 4 ITEM 2. PROPERTIES The table below lists all the Company's manufacturing and fruit processing facilities. All of the Company's properties are maintained and updated on a regular basis, and the Company continues to make investment for expansion and technological improvements. All production properties listed below are owned except the facility in Oxnard, California, which is leased.
DOMESTIC MANUFACTURING LOCATIONS PRODUCTS PRODUCED - -------------------------------------------------------------------------------------------------- Orrville, Ohio Fruit spreads, toppings, industrial fruit products Salinas, California Fruit spreads, toppings Memphis, Tennessee Fruit spreads, toppings Ripon, Wisconsin Fruit spreads, toppings, condiments New Bethlehem, Pennsylvania Peanut butter and Goober products Pottstown, Pennsylvania Frozen pies, pie shells Chico, California Fruit and vegetable juices, beverages Havre de Grace, Maryland Fruit and vegetable juices, beverages FRUIT PROCESSING LOCATIONS FRUIT PROCESSED - ------------------------------------------------------------------------------------------------------- Watsonville, California Strawberries, oranges, apples, peaches, apricots. Also, produces industrial fruit products. Woodburn, Oregon Strawberries, raspberries, blackberries, blueberries. Also produces industrial fruit products. Grandview, Washington Grapes, cherries, strawberries, cranberries Oxnard, California Strawberries INTERNATIONAL MANUFACTURING LOCATIONS PRODUCTS PRODUCED - ---------------------------------------------------------------------------------------------- Ste-Marie, Quebec, Canada Fruit spreads, pie fillings, sweet spreads Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps Elsenham, England Jams, specialty items
In addition to the locations listed above, acreage is leased in California for the growing of strawberries. The corporate headquarters are located in Orrville, Ohio and offices are leased in Carlton, Victoria, Australia; Mexico City, Mexico; Toronto, Ontario, Canada; Longueuil, Quebec, Canada; and Brattleboro, Vermont. ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding which would be considered material. 5 ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. EXECUTIVE OFFICERS OF THE COMPANY The names, ages as of July 1, 1995, and positions of the executive officers of the Company are listed below. All executive officers serve at the pleasure of the Board of Directors, with no fixed term of office. Paul H. Smucker is the father of Tim and Richard K. Smucker and the father-in-law of H. Reid Wagstaff. All of the officers have held various positions with the Company for more than five years.
Years with Served in Name Age Company Position Office Since - --------------------------------------------------------------------------------------------------------------- Paul H. Smucker 78 56 Chairman of the Executive Committee 1970 Tim Smucker 51 26 Chairman 1987 Richard K. Smucker 47 22 President 1987 Vincent C. Byrd 40 18 Vice President and General Manager, 1989 Consumer Market K. Edwin Dountz 53 19 Vice President - Sales 1982 Fred A. Duncan 49 17 Vice President and General Manager, 1984 Industrial Market Charles A. Laine 59 30 Vice President and General Manager, 1984 International and Beverage Markets R. Alan McFalls 50 18 Vice President - Corporate Development and 1988 Planning John D. Milliken 50 21 Vice President - Customer Logistics 1981 Robert R. Morrison 60 34 Vice President - Operations 1967 H. Reid Wagstaff 60 19 Vice President - Government and 1994 Environmental Affairs Steven J. Ellcessor 43 9 Secretary and General Counsel 1986 Richard G. Jirsa 49 20 Corporate Controller 1978 Philip P. Yuschak 56 19 Treasurer 1989
PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The information pertaining to the market for the Company's Common Stock and other related shareholder information is hereby incorporated by reference from the Company's 1995 Annual Report to Shareholders under the caption "Stock Price Data" on page 9. 6 ITEM 6. SELECTED FINANCIAL DATA Five year summaries of selected financial data for the Company and discussions of accounting changes which materially affect the comparability of the selected financial data are hereby incorporated by reference from the Company's 1995 Annual Report to Shareholders under the following captions and page numbers: "Five Year Summary of Selected Financial Data" on page 8; Note E: "Postretirement Benefits Other Than Pensions" on pages 21 and 22; and Note I: "Income Taxes" on pages 25 and 26. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS Management's discussion and analysis of results of operations and financial condition, including a discussion of liquidity and capital resources, is hereby incorporated by reference from the Company's 1995 Annual Report to Shareholders, on pages 10 through 12. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated financial statements of the Company at April 30, 1995, 1994, and 1993 and for each of the three years in the period ended April 30, 1995, with the report of independent auditors and selected unaudited quarterly financial data, are hereby incorporated by reference from the Company's 1995 Annual Report to Shareholders on page 9 and pages 12 through 26. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding directors and nominees for directorship is incorporated herein by reference from the Company's definitive Proxy Statement, dated July 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15, 1995, on pages 2 through 4, under the caption "Election of Directors." For information concerning the Company's executive officers, see "Executive Officers of the Registrant" set forth in Part I hereof. Information regarding disclosure of late filers pursuant to Item 405 of Regulation S-K is incorporated herein by reference from the Company's definitive Proxy Statement, dated July 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15, 1995, on pages 13 and 14 under the caption "Ownership of Common Shares." 7 ITEM 11. EXECUTIVE COMPENSATION Information regarding the compensation of directors and executive officers is incorporated by reference from the Company's definitive Proxy Statement, dated July 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15, 1995 under the following captions and page numbers: "Additional Information Concerning the Board of Directors of the Company" on pages 4 and 5, and beginning with "Report of the Executive Compensation Committee of the Board of Directors" on page 5 and continuing through "Pension Plan" on page 11. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding security ownership of certain beneficial owners of all directors and nominees, of the named executive officers, and of directors and executive officers as a group, is hereby incorporated by reference from the Company's definitive Proxy Statement, dated July 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15, 1995 on pages 13 and 14 under the caption "Ownership of Common Shares." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is hereby incorporated by reference from the Company's definitive Proxy Statement dated July 17, 1995, for the 1995 Annual Meeting of Shareholders on August 15, 1995 under the captions "Election of Directors" and "Additional Information Concerning the Board of Directors of the Company" on pages 2 through 5. 8 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1, 2. Financial Statements and Financial Statement Schedules The index to Consolidated Financial Statements and Financial Statement Schedules is included on page F-1 of this Report. 3. Exhibits Exhibit No. Description - -------------------------------------------------------------------------------- 3(a) 1991 Amended Articles of Incorporation incorporated by reference to the 1992 Annual Report on Form 10-K. 3(b) Amended Regulations 4(a) Industrial Development Revenue Bond Project Agreement dated as of December 1, 1986. As permitted by Item 601(b)(4)(iii) of Regulation S-K, copies of this instrument are not filed herewith; a copy will be furnished to the Commission upon request. 4(b) Revolving credit agreement between The J. M. Smucker Company and Society National Bank (individually and as Agent), National City Bank, and the First National Bank of Chicago dated as of April 27, 1994, incorporated by reference to the Quarterly Report on Form 10-Q for the period ended July 31, 1994. 4(c) First Amendment Agreement to the revolving credit agreement between The J. M Smucker Company and Society National Bank (individually and as Agent), National City Bank, and the First National Bank of Chicago dated as of April 25, 1995. 10(a) Amended Restricted Stock Bonus Plan incorporated by reference to the 1994 Annual Report on Form 10-K. 10(b) Top Management Supplemental Retirement Benefit Plan incorporated by reference to the 1994 Annual Report on Form 10-K. 10(c) 1987 Stock Option Plan incorporated by reference to the 1994 Annual Report on Form 10-K. 10(d) Management Incentive Plan incorporated by reference to the 1994 Annual Report on Form 10-K. 9 13 Excerpts from 1995 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of Independent Auditors 24 Powers of Attorney 27 Financial Data Schedules All other required exhibits are either inapplicable to the Company or require no answer. Copies of exhibits are not attached hereto, but the Company will furnish any of the foregoing exhibits to any shareholder upon written request. Please address inquiries to: The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667, Attention: Steven J. Ellcessor, Secretary. A fee of $1 per page will be charged to help defray the cost of handling, copying, and return postage. (b) Reports on Form 8-K filed in the Fourth Quarter of 1995. No reports on Form 8-K were required to be filed during the last quarter of the period covered by this report. (c) The response to this portion of Item 14 is submitted as a separate section of this report. (d) The response to this portion of Item 14 is submitted as a separate section of this report. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 25, 1995 The J. M. Smucker Company By Steven J. Ellcessor Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
- ----------------------------------- Paul H. Smucker Chairman of the Executive Committee and Director (Principal Executive Officer) - ----------------------------------- Tim Smucker Chairman and Director (Principal Executive Officer) - ----------------------------------- Richard K. Smucker President and Director (Principal Executive Officer) (Principal Financial Officer) - ----------------------------------- Richard G. Jirsa Corporate Controller (Principal Accounting Officer) - ----------------------------------- Lena C. Bailey Director - ----------------------------------- William P. Boyle, Jr. Director - ----------------------------------- Russell G. Mawby Director By Steven J. Ellcessor Attorney-in-Fact - ----------------------------------- Charles S. Mechem, Jr Director Date: July 25, 1995 - ----------------------------------- Robert R. Morrison Director - ----------------------------------- Vernon D. Netzly Director - ----------------------------------- William H. Steinbrink Director - ----------------------------------- Benjamin B. Tregoe, Jr. Director - ----------------------------------- Barbara Trueman Director - ----------------------------------- William Wrigley, Jr. Director
11 THE J. M. SMUCKER COMPANY ANNUAL REPORT ON FORM 10-K ITEMS 14(a) (1) AND (2), (c) AND (d) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS FINANCIAL STATEMENT SCHEDULES
Form Annual 10-K Report To Report Shareholder ------ ----------- Data incorporated by reference from the 1995 Annual Report to Shareholders of The J. M. Smucker Company: Consolidated Balance Sheets at April 30, 1995 and 1994 . . . . . . . . 14-15 For the years ended April 30, 1995, 1994, and 1993: Statements of Consolidated Income . . . . . . . . . . . . . . . . . . 13 Statements of Consolidated Cash Flows . . . . . . . . . . . . . . . . 16 Statements of Consolidated Shareholders' Equity . . . . . . . . . . . 17 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 18-26 Consolidated financial statement schedules at April 30, 1995, or for the years ended April 30, 1995, 1994, and 1993: VIII. Valuation and qualifying accounts . . . . . . . . . . . . . . . F-2
All other schedules are omitted because they are not applicable or because the information required is included in the Consolidated Financial Statements or the notes thereto. F-1 12 THE J. M. SMUCKER COMPANY SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED APRIL 30, 1995, 1994 AND 1993 (DOLLARS IN THOUSANDS)
Balance at Charged to Charged to Deduc- Balance at Classification Beginning Costs and Other tions End of of year Expenses Accounts (A) Period - -------------------------------------------------------------------------------------------------------------- 1995: Valuation allowance for $ 2,265 $ 395 $ --- $ --- $ 2,660 deferred tax assets Allowance for doubtful accounts 419 195 $ --- 139 475 ----------------------------------------------------------------------- $ 2,684 $ 590 $ --- $ 139 $ 3,135 ======== ======== ======== ======= ======== 1994: Valuation allowance for $ 1,884 $ 381 $ --- $ --- $ 2,265 deferred tax assets Allowance for doubtful accounts 300 201 --- 82 419 ----------------------------------------------------------------------- $ 2,184 $ 582 $ --- $ 82 $ 2,684 ======== ======== ======== ======== ======== 1993: Valuation allowance for $ --- $ 1,884 $ --- $ --- $ 1,884 deferred tax assets Allowance for doubtful accounts 696 261 --- 657 300 ----------------------------------------------------------------------- $ 696 $ 2,145 $ --- $ 657 $ 2,184 ======= ======== ======== ======== ======== (A) Uncollectible accounts written off, net of recoveries.
F-2 EX-3.B 2 J.M. SMUCKER 10-K EXHIBIT 3(B) 1 Exhibit 3(b) THE J.M. SMUCKER COMPANY ORRVILLE, OHIO 44667 REGULATIONS AS AMENDED AUGUST 18, 1987 ARTICLE I SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of shareholders of the Company for the election of directors, the consideration of reports laid before the meeting, and the transaction of such other business as may be specified in the notice of the meeting or as may properly be brought before the meeting shall be held at the principal office of the Company in Orrville, Ohio, or at such other place either within or without the State of Ohio as may be designated by the Board of Directors or by the President and specified in the notice of such meeting, at ten o'clock a.m., or at such other time as may be designated by the Board of Directors or by the President and specified in the notice of the meeting, on the third Friday of August or such other business day during the week in August in which such third Friday occurs as shall be fixed by the Board of Directors no later than the preceding July 1. Section 2. Special Meetings. Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold twenty-five per cent of all the shares outstanding and entitled to vote thereat. Such meetings shall be called to convene between nine o'clock a.m. and four o'clock p.m. and shall be held at the principal office of the Company, unless the same is called by the Board of Directors, in which case such meetings may be held at any place in the State of Ohio designated by the Board and specified in the notice of such meeting. Section 3. Notice of Meetings. Not less than ten days before the date fixed for a meeting of shareholders, written notice of the time, place, and purposes of such meeting shall be given by the Secretary, or by the Assistant Secretary, or by any other person or persons required or permitted by law to give such notice. The notice shall be served upon or mailed to each shareholder entitled to vote at or to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date therefor is duly fixed, of record as of said date; if mailed, the notice shall be directed to the shareholders at their respective addresses as they appear upon the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder entitled to notice, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any such meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting. Section 4. Quorum. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders, the holders of shares entitled to exercise a majority of the voting power of the Company and present in person or by proxy shall constitute a quorum for such meeting; except that no action required by law or by the Articles of Incorporation or this Code of Regulations to be taken by a specified proportion of the voting power of the Company or of any class of shares may be taken by a lesser proportion; and except that the holders of shares entitled to exercise a majority of the voting power of the Company represented thereat, whether or not a quorum is present, may adjourn such meeting from time to time; if any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by an announcement at the meeting at which such adjournment is taken. 2 Section 5. Proxies. The instrument appointing a proxy shall be in writing and subscribed by the person making the appointment. The person so appointed need not be a shareholder. Unless the writing appointing the proxy otherwise provides, the presence of a shareholder at a meeting shall not operate to revoke the writing appointing the proxy unless and until notice of such revocation is given to the Company in writing or in open meeting. Section 6. Approval and Ratification of Acts of Officers and Directors. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act, or transaction, prospective or past, of the Company, or of the directors, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by the written consent, with or without a meeting, of the holders of record of shares entitling them to exercise a majority of the voting power of the Company, and such approval or ratification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Company. ARTICLE II BOARD OF DIRECTORS Section 1. Number and Classification; Election; Term of Office. The Board of Directors shall be divided into three classes. Each class shall consist of such number of directors, not fewer than three, (a) as the share- holders, at any meeting of shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on the proposal, may determine, or (b) as the directors, by the vote of a majority of the directors then in office, may determine, except that, after the number of directors in any class has been fixed by the shareholders, the directors may not increase or decrease that number by more than two. Unless and until otherwise so fixed or changed, two classes shall each consist of four directors and one class shall consist of three directors. A separate election shall be held for each class of directors at any meeting of shareholders at which a member or members of more than one class of directors is being elected. At each annual election the directors elected to the class whose term shall expire in that year shall hold office for a term of three years and until their respective successors are elected. In case of any increase in the number of directors of any class, any additional directors elected to that class shall hold office for a term that shall coincide with the full term or the remainder of the term, as the case may be, of the class. Section 2. Vacancies. In the event of the occurrence of any vacancy or vacancies in the Board of Directors, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the balance of the unexpired term. Section 3. Organization Meeting. Immediately after each annual meeting of the shareholders, the newly elected Board of Directors shall hold an organization meeting at the same place for the purpose of electing officers and transacting any other business. Notice of such meeting need not be given. Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places within or without the State of Ohio as may be provided for in by-laws or resolutions adopted by the Board of Directors and upon such notice, if any, as shall be so provided. Section 5. Special Meetings. Special meetings of the Board of Directors may be held at any time within or without the State of Ohio upon call by the Chairman of the Board or the President or a Vice President or any two directors. Notice of each such meeting shall be given to each director by letter or telegram or in person not less than three days prior to such meeting, provided, however, that attendance of any director at any such meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting and such notice may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular, or special meeting. 2 3 Section 6. Quorum. A quorum of the Board of Directors shall consist of a majority of other members of the Board of Directors then in office; provided that any organization meeting, or other meeting duly held, whether a quorum is present or otherwise, may, by vote of a majority of the directors present at the meeting, adjourn from time to time and place to place without notice other than by announcement at the meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in this Code of Regulations otherwise expressly provided. Section 7. Committees. The Board of Directors may at any time appoint from its members an Executive, Finance, or any other committee or committees, consisting of such number of members, not less than three, as the Board may deem advisable, each of which members shall hold office during the pleasure of the Board. Any such committee shall act only in the intervals between meetings of the Board and shall have such powers as may, from time to time, be delegated by the Board, except the power to fill vacancies in the Board or in any committee of the Board. Subject to the aforesaid exceptions, any person dealing with the Company shall be entitled to rely upon any act of, or authorization of an act by, such committee, to the same extent as if such action had been taken or authorized by the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the Board of Directors. Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act by a majority of its members at a meeting or without a meeting by a writing signed by all of its members. Section 8. By-Laws. The Board of Directors may adopt By-Laws for its own government, not inconsistent with the Articles of Incorporation or this Code of Regulations. ARTICLE III OFFICERS Section 1. Election and Designation of Officers. The Board of Directors, at its organization meeting, may elect a Chairman of the Board and shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer, and, in its discretion, an Assistant Secretary or Secretaries, an Assistant Treasurer or Treasurers, and such other officers as the Board may deem necessary. The Chairman of the Board and the President shall be directors, but no one of the other officers need be a director; provided, however, that a Vice President who is not a director shall not succeed to the office of President. Any two or more of such offices, except those of President and Vice President, or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers. Section 2. Term of Office; Vacancies. The officers of the Company shall hold office until the next organization meeting of the Board of Directors and until their successors are elected, except in case of resignation, death, or removal. The Board of Directors may remove any officer at any time with or without cause by a majority vote of the whole Board. A vacancy in any office, however created, may be filled by election by the Board of Directors. Section 3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and shall have such powers and duties as may be prescribed by the Board of Directors. Section 4. President. The President shall preside at all meetings of the shareholders and, unless the Board of Directors elects a Chairman of the Board, the President shall preside at all meetings of the Board of Directors. Subject to directions of the Board of Directors, the President shall have general executive supervision over the property, business, and affairs of the Company. He may execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company and shall have such other powers and duties as may be prescribed by the Board of Directors. 3 4 Section 5. Vice Presidents. The Vice Presidents in the order designated shall perform all of the duties of the President in case of the absence or disability of the latter or when circumstances prevent the latter from acting, together with such other duties as the Board of Directors may prescribe. The power of such Vice Presidents to execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company shall be coordinate with like powers of the President and any such instrument so executed by any of such Vice Presidents shall be as valid and binding as though executed by the President. Section 6. Secretary. The Secretary shall keep the minutes of meetings of the shareholders and the Board of Directors. He shall keep such books as may be required by the Board of Directors, shall give notices of shareholders and directors meetings required by law, or by these regulations, or otherwise, and have such other powers and duties as the Board of Directors may prescribe. Section 7. Treasurer. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks in other corporations, and similar property belonging to the Company, and shall do with the same as may be ordered by the Board of Directors. He shall keep accurate financial accounts and hold the same open for the inspection and examination of the directors. On the expiration of his term of office, he shall turn over to his successor, or to the Board of Directors, all property, books, papers, and money of the Company in his hands. Section 8. Other Officers. The Assistant Secretaries, Assistant Treasurers, if any, and any other officers that the Board of Directors may elect shall have such powers and duties as the Board of Directors may prescribe. Section 9. Delegation of Duties. The Board of Directors is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein. ARTICLE IV COMPENSATION Section 1. Directors and Members of Committees. Members of the Board of Directors and members of any committee of the Board shall, as such, receive such compensation, which may be either a fixed sum for attendance at each meeting of the Board, or at each meeting of the committee, or stated compensation payable at intervals, or shall otherwise be compensated as may be determined by the Board of Directors or any committee of the Board, which compensation may be in different amounts for various members of the Board or any committee; provided, however, that no director shall receive compensation as such, or as a member of any committee, who is receiving compensation on a full-time basis from the Company either as an officer or an employee. No member of the Board of Directors and no member of any committee of the Board shall be disqualified from being counted in the determination of a quorum at any meeting of either the Board or a committee of the Board by reason of the fact that matters affecting his own compensation as a director, member of a committee of the Board, officer, or employee are to be determined, or shall be disqualified from acting other than on matters directly relating to such member's own compensation. Section 2. Officers and Employees. The compensation of officers and employees of the Company, or the method of fixing such compensation, shall be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors. Such compensation may be by way of fixed salary, or on the basis of earnings of the Company, or any combination thereof, or otherwise, as may be determined from time to time by the Board of Directors or any committee of the Board. ARTICLE V INDEMNIFICATION Section 1. Indemnification. The Company shall indemnify, to the full extent then permitted by law, any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person 4 5 is or was a member of the Board of Directors or an officer or employee of the Company, or is or was serving at the request of the Company as a director, trustee, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise. The Company shall pay to the full extent then required or permitted by law expenses, including attorney's fees, incurred by a member of the Board of Directors in defending any such action, suit, or proceeding as they are incurred, in advance of the final disposition thereof, and may pay in the same manner to the full extent then permitted by law such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, or any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while a member of the Board of Directors or an officer or employee of the Company, and shall continue as to a person who has ceased to be a director, trustee, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 2. Insurance. The Company may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any persons described in Section 1 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Company has a financial interest. Section 3. Agreements. The Company, upon approval by the Board of Directors, may enter into agreements with any persons whom the Company may indemnify under these Regulations or under law and undertake thereby to indemnify such persons and to pay in advance of any final disposition the expenses incurred by them in defending any action, suit, or proceeding against them, whether or not the Company would be required or permitted under these Regulations to indemnify any such person. ARTICLE VI RECORD DATES The Board of Directors may fix a date, which shall not be a past date and which shall be not more than forty-five days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, or the date as of which written consents, waivers, or releases are to be obtained from shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or any adjournments thereof, or entitled to receive payment of any such dividend, distribution, or allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, or to execute consents, waivers, or releases, and, in such case, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or any adjournments thereof, or to receive payment of such dividend, distribution, or allotment of rights, or to exercise such rights, or to execute such consents, waivers, or releases, as the case may be, notwithstanding any transfer of any shares on the books of the Company after any record date fixed as aforesaid. The Board of Directors may close the books of the Company against transfers of shares during the whole or any part of such period, including the time of such meeting of the shareholders or any adjournments thereof. ARTICLE VII CERTIFICATES FOR SHARES Section 1. Form of Certificates and Signatures. Certificates for shares shall be in such form as the Board of Directors may from time to time prescribe. Such certificates shall be signed by the Chairman of the Board of Directors, or the President, or a Vice President, and by the Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the Company, and shall certify the number and class of shares held by the respective shareholders in such Company. When such certificate is countersigned by an incorporated transfer agent or 5 6 registrar, the signature of any of said officers of the Company may be facsimile, engraved, stamped, or printed. Although any officer of the Company whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered. Section 2. Transfer of Shares. Shares of the Company shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require. Notwithstanding the foregoing, unless the conditions set forth in sections (B) through (E) of Article Seventh of the Amended Articles of Incorporation of the Company have been satisfied, no transfer of shares of the Company to which such conditions were applicable shall be effective as to the Company, the transferor, or the transferee. Any Person (as such term is defined in paragraph (2) of Section (A) of such Article Seventh) who acquires or attempts to acquire shares of the Company in violation of such Article Seventh shall have no right to vote any of such shares of the Company on any matter to be submitted to the vote of the shareholders; in addition, those shares of the Company acquired in violation of such Article Seventh shall, at the option of the Directors of the Company, be subject to redemption, in whole or in part, by the Company at a purchase price per share equal to the lesser of (a) the price paid by the Person in acquiring the shares of the Company in violation of such Article Seventh and (b) the arithmetic average of the daily closing sale prices for shares of the same class or series traded on a national securities exchange or in the over-the-counter market for the ten trading days preceding (1) the date on which the Person, in violation of such Article Seventh, acquired the first of the shares of the Company or (2), if applicable, the date on which the Person publicly announced his intention to acquire beneficial ownership of Common Shares in a control share acquisition (as defined in such Article Seventh), whichever computation produces the lower average. 6 EX-4.C 3 J.M. SMUCKER 10-K EXHIBIT 4(C) 1 Exhibit 4(c) FIRST AMENDMENT AGREEMENT ------------------------- First Amendment Agreement ("Amendment Agreement") made as of the 25th day of April, 1995, by and among THE J. M. SMUCKER COMPANY ("Borrower"), SOCIETY NATIONAL BANK, NATIONAL CITY BANK, and THE FIRST NATIONAL BANK OF CHICAGO (the "Banks") and SOCIETY NATIONAL BANK, as Agent for the Banks ("Agent"): WHEREAS, Borrower, Agent and Banks are parties to a certain revolving credit agreement dated as of April 27, 1994, which provides, among other things, for Syndicated Loans in an aggregate principal amount not to exceed One Hundred Twenty-Five Million Dollars ($125,000,000) at any one time outstanding, all upon certain terms and conditions (the "Credit Agreement"); WHEREAS, Borrower, Agent and Banks desire to amend the Credit Agreement as set forth herein; WHEREAS, each term used herein shall be defined in accordance with the Credit Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable considerations, Borrower, Agent and Banks agree as follows: 1. The Credit Agreement is hereby amended by deleting the words "shall mean" in line one of the definition of "Consolidated" in Section 1.01. 2. The Credit Agreement is hereby amended by deleting the definition "Termination Date" from Section 1.01 and substituting the following in place thereof: "'TERMINATION DATE' means April 30, 1998, as such date may be extended pursuant to Section 2.15 hereof, provided that if such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day." 3. The Credit Agreement is hereby amended by deleting the words "generally accepting accounting principles" in Section 1.02, and substituting in place thereof, the words "generally accepted accounting principles". 4. The Credit Agreement is hereby amended by deleting Section 5.05, and substituting the following in place thereof: "SECTION 5.05. ERISA COMPLIANCE. Neither the Borrower nor any Subsidiary will incur any material accumulated funding deficiency within the meaning of the ERISA, and the regulations thereunder, or any material liability to the PBGC, established thereunder in connection with any Plan. Borrower will furnish to the Banks -1- 2 (i) simultaneously with a filing with the PBGC of a notice regarding any Reportable Event and in any event within thirty (30) days after Borrower knows or has reason to know that any Reportable Event with respect to any Plan has occurred, a statement of the treasurer of Borrower setting forth details as to such Reportable Event and the action which Borrower or the applicable Subsidiary proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to Borrower, (ii) promptly upon requests from the Banks after the due date (including extensions) for filing with the Internal Revenue Service, copies of each annual report with respect to each Plan established or maintained by Borrower and each of its Subsidiaries for each plan year, including (x) where required by law, a statement of assets and liabilities of such Plan as of the end of such plan year and statements of changes in fund balance and in financial position, or a statement of changes in net assets available for plan benefits, for such plan year, certified by an independent public accountant satisfactory to the Banks if required by the Internal Revenue Service, and (y) an actuarial statement of such Plan applicable to such plan year, certified by an enrolled actuary of recognized standing acceptable to the Banks, and (iii) promptly after receipt thereof a copy of any notice of material change Borrower, any Subsidiary or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Plan administered by Borrower; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. Borrower will promptly notify the Banks of any taxes assessed, proposed to be assessed or which Borrower has reason to believe may be assessed against Borrower or any Subsidiary by the Internal Revenue Service with respect to any Plan. As used in this subsection "material" means the measure of a matter of significance which shall be determined as being an amount equal to five percent (5%) of Borrower's Consolidated Tangible Net Worth; and "notices of general application" means notices that apply generally and not specifically to this Credit Agreement." 5 . Borrower hereby represents and warrants to Banks that (a) Borrower has the legal power and authority to execute and deliver this Amendment Agreement; (b) the officials executing this Amendment Agreement have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against Borrower; and (d) this Amendment Agreement constitutes a valid and binding obligation of Borrower in every respect, enforceable in accordance with its terms. 6. No Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment Agreement by the performance or observance of any provision hereof. -2- 3 7. Each reference to the Credit Agreement that is made in the Credit Agreement or any other writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. 8. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio. THE J.M. SMUCKER COMPANY SOCIETY NATIONAL BANK, individually and as Agent By: /s/ R.K. Smucker By: /s/ Lawrence A. Mack -------------------------- ----------------------------- Title: President Title: Vice President ------------------------ --------------------------- NANONAL CITY BANK THE FIRST NATIONAL BANK OF CHICAGO By: /s/ Stanley J. Gregorin By: /s/ Marguerite Canestraro -------------------------------- ----------------------------- Title: Vice-President Title: Authorized Agent ------------------------ --------------------------- -3- EX-13 4 J.M. SMUCKER 10-K EXHIBIT 13 1 Exhibit 13 BUSINESS OF THE COMPANY The J. M. Smucker Company is an Ohio corporation founded in 1897 and incorporated in 1921. The Company, generally referred to as Smucker's (a registered trademark), has approximately 2,600 full-time employees worldwide and is headquartered in Orrville, Ohio. The Company operates in one industry - -- the manufacture, distribution, and sale of food products. It markets these products under a variety of brand names including Smucker's, Mrs. Smith's, Mary Ellen, Dickinson's, Laura Scudder's, The R. W. Knudsen Family, After The Fall, Lost Acres, IXL, Double Fruit, and Shirriff. The Company is the U.S. market leader in the fruit spread, frozen pie, ice cream topping, and natural peanut butter categories. In the United States, the Company's products are primarily sold through brokers to chain, wholesale, cooperative, and independent grocery accounts and other consumer markets, and to foodservice distributors and chains including hotels, restaurants, and institutions. Formulated industrial products such as bakery and fruit fillings are typically sold direct to other food manufacturers and marketers for inclusion in their products. The Company's distribution outside the United States is principally in Canada, Australia, the United Kingdom, and Latin America, although products are also exported to other countries. International sales represent approximately 11% of total Company sales. Historically, the demand for the Company's products has not been seasonal. However, due to the demand for frozen pies during the Fall and the Thanksgiving and Christmas holiday seasons, the Company's second and third quarter financial results are significantly impacted by Mrs. Smith's results during those periods. 2 Five Year Summary of Selected Financial Data
- ----------------------------------------------------------------------------------------------------------- Year Ended April 30, 1995 1994 1993 1992 1991 - ----------------------------------------------------------------------------------------------------------- (Dollars in Thousands, except per share data) - ----------------------------------------------------------------------------------------------------------- Statement of Income: Net sales $ 628,279 $485,736 $462,160 $454,379 $425,176 Income before cumulative effect of change in accounting method 36,303 30,498 37,399 34,118 31,744 Net income 36,303 30,498 32,945 34,118 31,744 - ----------------------------------------------------------------------------------------------------------- Financial Position: Long-term debt 67,100 48,558 887 3,827 4,267 Total assets 421,017 378,641 294,811 277,768 252,429 - ----------------------------------------------------------------------------------------------------------- Other Data: Per Common Share: Income before cumulative effect of change in accounting method 1.25 1.05 1.27 1.16 1.07 Net income 1.25 1.05 1.12 1.16 1.07 Dividends declared per Common Share: Class A .505 0.47 0.43 0.39 0.35 Class B .505 0.47 0.43 0.39 0.35 - -----------------------------------------------------------------------------------------------------------
Fiscal year 1995 results include the impact of acquisitions as discussed in Note C. Certain prior year amounts have been reclassified to conform to current year classifications. 3 Summary of Quarterly Results of Operations The following is a summary of unaudited quarterly results of operations for the years ended April 30, 1995 and 1994.
Net Income per Quarter Net Gross Net Common Ended Sales Profit Income Share - ------------------------------------------------------------------------------------- 1995 July 31 $144,347 $49,927 $ 9,215 $ 0.32 October 31 184,339 63,568 12,326 0.42 January 31 157,348 56,748 8,689 0.30 April 30 142,245 47,023 6,073 0.21 - ------------------------------------------------------------------------------------- 1994 July 31 $112,166 $41,532 $ 8,907 $ 0.31 October 31 130,974 47,030 10,422 0.35 January 31 115,616 40,908 7,387 0.26 April 30 126,980 44,968 3,782(1) 0.13 (1) - ------------------------------------------------------------------------------------- (1) Includes charge of $2.3 million ($.08 per share) relating to the write-off of goodwill associated with a foreign subsidiary.
Stock Price Data The Company's Class A and Class B Common Shares are listed on the New York Stock Exchange - ticker symbols SJMA and SJMB, respectively. The table below presents the high and low market prices for the shares and the quarterly dividends declared. The number of Class A and Class B shareholders of record as of June 26, 1995 was 7,457 and 4,991, respectively.
Class A Common Shares Class B Common Shares - ------------------------------------------------------------------------------------------------------ Quarter Ended High Low Dividends Quarter Ended High Low Dividends - ------------------------------------------------------------------------------------------------------ 1995 July 31 $25.50 $22.125 $ 0.125 July 31 $22.50 $20.875 $0.125 October 31 24.50 22.875 0.125 October 31 21.75 20.875 0.125 January 31 25.00 22.00 0.125 January 31 22.75 21.12 0.125 April 30 23.75 20.75 0.130 April 30 22.375 18.875 0.130 - ------------------------------------------------------------------------------------------------------ 1994 July 31 $27.00 $21.50 $0.115 July 31 $24.625 $20.00 $ 0.115 October 31 25.25 20.50 0.115 October 31 23.125 19.375 0.115 January 31 25.50 20.75 0.115 January 31 23.00 20.125 0.115 April 30 25.50 21.75 0.125 April 30 22.75 21.25 0.125 - ------------------------------------------------------------------------------------------------------
4 Management's Discussion and Analysis Results of Operations Comparison of 1995 with 1994 Sales in fiscal 1995 reached a record level of $628,279,000, representing a 29% increase over fiscal 1994. The Company's recent acquisitions accounted for over 90% of the increase, with Mrs. Smith's alone being responsible for nearly 80% of the total. All of the Company's business areas realized sales increases over last year, with the Foodservice and Industrial areas achieving the largest percentage improvement. In the International area, sales were up over 17% with approximately one-half of the increase resulting from the inclusion of a full year of the jam and jelly business in Canada that was acquired from Culinar, Inc. in July 1993. Other factors affecting the International area results included the addition of Mrs. Smith's pies sales in Canada; growth in Latin American markets; and the favorable impact of exchange rates between the Australian and U.S. dollars. The financial results at Elsenham Quality Foods fell short of management's expectations again in fiscal 1995 despite ongoing efforts to generate new business opportunities. Management will give serious consideration during fiscal 1996 to the future viability of this business. Earnings in fiscal 1995 increased nearly 20% as earnings per share rose from $1.05 to $1.25. Approximately one-half of the growth in earnings came from the Company's existing businesses and the remainder was contributed by the Mrs. Smith's business. Due to the seasonal nature of the Mrs. Smith's business, its contribution to earnings was heavily concentrated in the second and third quarters of the year. Although the Company's acquisitions contributed significantly to the sales increase, margins on those businesses are currently below the corporate average. As a result, the Company's gross profit margin declined from 35.9% to 34.6%. Higher costs on certain key fruits and packaging materials also contributed to an increase in the cost of products sold. Selling, distribution, and administrative costs increased at a lesser rate than sales. This was largely the result of being able to absorb the acquisitions during the year while keeping the increase in corporate administrative costs below the percentage increase in sales. Marketing and selling expenses increased at a level consistent with the percentage increase in sales. 5 Beginning with its acquisition of Mrs. Smith's in March 1994 and continuing throughout fiscal 1995, the Company borrowed against its revolving credit line to finance both acquisitions and seasonal procurement of fruit inventories. The resulting increase in the long-term debt balance and, to a lesser extent, the increase in interest rates during the year caused an increase in interest expense over last year. The Company partially offset the impact of the higher interest expense with income earned from other sources, primarily the inclusion of non-operating revenue from the Mrs. Smith's business and improved profitability on sales of excess frozen fruit inventories. The Company's effective tax rate decreased from 42.2% in fiscal 1994 to 40.9% in 1995. The higher rate in 1994 was primarily due to the write-off of goodwill which was not deductible for tax purposes. State and local taxes also decreased in fiscal 1995 as a percent of income before tax. The Company continued, during fiscal 1995, to maintain the largest share of the fruit spread market despite increased competitive activity by both branded and private label marketers. The Company's share of the market remained at more than twice the nearest branded competitor, but it was slightly lower than the share at the end of fiscal 1994. In response, the Company is executing several new marketing initiatives during fiscal 1996 in an effort to resume its share of market growth. 6 Comparison of 1994 with 1993 The Company posted record sales in 1994 of $485,736,000, an increase of 5% over the 1993 level of $462,160,000. The inclusion of results from Canada Group East and Mrs. Smith's since their respective dates of acquisition accounted for the growth. Total dollar sales within the Consumer business area in fiscal 1994 were down slightly from last year. The most significant decline was in the price-competitive, warehouse club store market where the recent consolidations among the major chains in the market have resulted in a loss of previous distribution. Within the grocery market, volume declines in traditional fruit spreads and peanut butter were somewhat offset by modest price increases on assorted items and increased tonnage of Simply Fruit and Low Sugar fruit spreads, and dessert toppings. The growth in the toppings area was primarily due to the successful introduction of Sundae Syrups in various regions throughout the United States. In the Company's beverage business, the recent introduction of Smucker's Coolers in the second half of 1994 helped build momentum and permitted the beverage business to realize a modest increase over fiscal 1993. Sales within the International area were up nearly 50% over 1993 despite the negative impact of foreign exchange rates. Had exchange rates remained constant with fiscal 1993, sales would have been approximately 6% higher. All of the increase in the International area occurred in the Canadian market as a result of expanding the pre-acquisition Canadian business, now known as Canada Group West, along with the previously mentioned Group East acquisition. The Latin American market more than doubled sales as the Company continued its effort to develop the Smucker fruit spread business in Mexico and other Latin American markets. In the Australasian market, overall volume was down from last year due to a poor apricot crop, which impacted fruit sales in the foodservice and commercial markets, and to management's decision to phase out low emphasis products. The business in Elsenham, England continues to fall short of management's expectations, and the Company will continue to explore alternatives for improvement during fiscal 1995. 7 In the Industrial business area, sales of formulated fruit products to other consumer products companies realized another year of growth as the introduction of several new products and the addition of new customers helped to broaden the base of the formulated market. The Company's Foodservice business, which services restaurants, hotels, and other institutional customers, experienced another good year with volume growth in the core business items of portion control and traditional fruit spreads. In the Specialty Foods area, the smallest of the Company's business areas, intense price competition and an overall decline in demand for gift items resulted in a decrease in sales of 8% from fiscal 1993. Net income for 1994 was $30,498,000 or $1.05 per share compared to last year's $32,945,000 or $1.12 per share (after recognizing the impact of the accounting change for postretirement benefits). The majority of the year-to-year shortfall was attributed to two items -- significant introductory advertising expenditures at Mrs. Smith's and a decision by the Company to write off the remaining $2,326,000 of goodwill associated with the Company's purchase of its Elsenham Quality Foods Ltd. subsidiary in England. Excluding the impact of the Company's two acquisitions, which operated at lower profit margins than the Company's average, the gross profit of the existing business realized approximately a one percent increase in the profit margin percentage. Selling, distribution, and administrative costs increased at a greater rate than sales, mostly due to increased spending in the marketing area. Additional marketing expenses were incurred in support of both Smucker's and Mrs. Smith's products. The write-off of the Elsenham goodwill also contributed to the overall increase in costs. The use of cash to partially finance the Company's acquisitions resulted in lower balances for investing purposes. As a result, interest income was down compared to fiscal 1993. The impact of lower interest rates throughout most of the year also contributed. Interest expense increased as a result of the debt financing associated with the Mrs. Smith's acquisition. The borrowed amount was $48,048,000 at April 30, 1994. The Company's effective tax rate increased to 42.2% from 39.2% in 1993 due to an increase in the federal statutory tax rate and an increase in items that are not deductible for tax purposes, notably, the write-off of the Elsenham goodwill. 8 Capital Resources and Liquidity The Company's financial position remains strong as cash provided from operations was a positive $39,076,000. Utilizing a combination of funds generated from operations and borrowings against the Company's revolving credit line, the Company financed its acquisitions, capital expenditures, and dividend payments. The Company's capital expenditures in fiscal 1995 were $18,963,000. Dividends declared on all Common Shares rose 8% to $14,679,000, or $.505 per share for the year. The Company's long-term debt balance at the end of the year increased $18,542,000 over last year. Most of the increase was due to the acquisition of the After The Fall beverage business and the Laura Scudder's brand of natural peanut butter. Long-term borrowings were $67,100,000 at April 30, 1995. During fiscal 1995, the Company experienced an unusual number of business interruptions, most notably a widespread power outage in Orrville, Ohio, and damage to its Watsonville, California, facility resulting from severe flooding in March. Although the incidents were serious, the Company did not experience any lengthy interruption to its overall manufacturing operations nor were its fiscal 1995 operating results significantly impacted. A substantial majority of the losses incurred were insured. The procurement of fruit inventories during the summer months and the seasonal nature of the Mrs. Smith's business will require a substantial increase in debt balances during the first two quarters of fiscal 1996. However, the Company expects that cash flows generated from operations during the second half of the year will be adequate to reduce the seasonal increases in the debt balance and expects the balances at the end of fiscal 1996 to be comparable to fiscal 1995 year end levels, assuming that there are no additional acquisitions or other extraordinary cash requirements and that results from operations are at least comparable to the fiscal 1995 results. Capital expenditures are planned at approximately $20,500,000 for 1996 as the Company expands its production capabilities in Ste-Marie, Quebec, and focuses on the continued modernization of its other facilities. The Company expects the combination of cash provided from operations and borrowings against its revolving credit agreement to be sufficient to meet future cash requirements in fiscal 1996. 9 Report of Independent Auditors Board of Directors and Shareholders The J. M. Smucker Company We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company as of April 30, 1995 and 1994, and the related statements of consolidated income, shareholders' equity and cash flows for each of the three years in the period ended April 30, 1995. These financial statements are the responsibility of the Company'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. In our opinion, the following consolidated financial statements present fairly, in all material respects, the consolidated financial position of The J. M. Smucker Company at April 30, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 1995, in conformity with generally accepted accounting principles. As discussed in Notes E and I to the consolidated financial statements, in 1993 the Company changed its methods of accounting for postretirement benefits other than pensions and income taxes. Ernst & Young LLP Akron, Ohio June 8, 1995 10 Statements of Consolidated Income The J. M. Smucker Company
- ------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share data) - ------------------------------------------------------------------------------------------------------------------- Year Ended April 30, 1995 1994 1993 - ------------------------------------------------------------------------------------------------------------------- Net Sales $628,279 $485,736 $462,160 Cost of products sold 411,013 311,298 295,000 - ------------------------------------------------------------------------------------------------------------------- Gross Profit 217,266 174,438 167,160 Selling, distribution, and administrative expenses 154,767 124,039 106,077 - ------------------------------------------------------------------------------------------------------------------- Operating Income 62,499 50,399 61,083 Interest income 770 965 1,196 Other income (expense) - net 2,626 1,869 (431) - ------------------------------------------------------------------------------------------------------------------- 65,895 53,233 61,848 Interest expense 4,515 510 378 - ------------------------------------------------------------------------------------------------------------------- Income Before Income Taxes and Cumulative Effect of Change in Accounting Method 61,380 52,723 61,470 Income Taxes 25,077 22,225 24,071 - ------------------------------------------------------------------------------------------------------------------- Income Before Cumulative Effect of Change in Accounting Method 36,303 30,498 37,399 - ------------------------------------------------------------------------------------------------------------------- Cumulative effect of change in accounting method for postretirement benefits other than pensions - net of tax benefit of $2,704 --- --- (4,454) - ------------------------------------------------------------------------------------------------------------------- Net Income $ 36,303 $ 30,498 $ 32,945 - ------------------------------------------------------------------------------------------------------------------- Income per Common Share Before Cumulative Effect of Change in Accounting Method $ 1.25 $ 1.05 $ 1.27 - ------------------------------------------------------------------------------------------------------------------- Cumulative effect of change in accounting method --- --- (.15) - ------------------------------------------------------------------------------------------------------------------- Net Income per Common Share $ 1.25 $ 1.05 $ 1.12 ===================================================================================================================
See notes to consolidated financial statements 11 Consolidated Balance Sheets The J. M. Smucker Company
- ---------------------------------------------------------------------------------------------------------- (Dollars in Thousands) - ---------------------------------------------------------------------------------------------------------- Assets April 30, - ---------------------------------------------------------------------------------------------------------- 1995 1994 - ---------------------------------------------------------------------------------------------------------- Current Assets Cash and cash equivalents $ 11,244 $ 14,059 Trade receivables, less allowance for doubtful accounts of $ 475 ($419 in 1994) 53,600 47,828 Inventories: Finished products 49,825 42,463 Raw materials, containers, and supplies 60,849 60,773 - ---------------------------------------------------------------------------------------------------------- 110,674 103,236 Other current assets 16,318 6,562 - ---------------------------------------------------------------------------------------------------------- Total Current Assets 191,836 171,685 - ---------------------------------------------------------------------------------------------------------- Property, Plant, and Equipment Land and land improvements 14,260 13,533 Buildings and fixtures 72,079 68,362 Machinery and equipment 144,141 130,403 Construction in progress 5,605 6,486 - ---------------------------------------------------------------------------------------------------------- 236,085 218,784 Accumulated depreciation (95,960) (81,278) - ---------------------------------------------------------------------------------------------------------- Total Property, Plant, and Equipment 140,125 137,506 - ---------------------------------------------------------------------------------------------------------- Other Noncurrent Assets Goodwill 40,621 21,833 Trademarks and patents 40,019 38,328 Other assets 8,416 9,289 - ---------------------------------------------------------------------------------------------------------- Total Other Noncurrent Assets 89,056 69,450 - ---------------------------------------------------------------------------------------------------------- $421,017 $378,641 - ----------------------------------------------------------------------------------------------------------
12
- ------------------------------------------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------------------------------------------ Liabilities and Shareholders' Equity April 30, - ------------------------------------------------------------------------------------------------------------------ 1995 1994 - ------------------------------------------------------------------------------------------------------------------ Current Liabilities Accounts payable $ 40,527 $ 37,322 Notes payable -0- 4,327 Salaries, wages, and additional compensation 10,235 9,604 Accrued marketing and merchandising 14,260 16,209 Income taxes 3,858 2,124 Dividends payable 3,816 3,639 Other current liabilities 7,147 9,970 - ------------------------------------------------------------------------------------------------------------------ Total Current Liabilities 79,843 83,195 - ------------------------------------------------------------------------------------------------------------------ Noncurrent Liabilities Long-term debt 67,100 48,558 Postretirement benefits other than pensions 9,803 8,874 Deferred income taxes 5,023 2,469 Other noncurrent liabilities 1,256 1,143 - ------------------------------------------------------------------------------------------------------------------ Total Noncurrent Liabilities 83,182 61,044 - ------------------------------------------------------------------------------------------------------------------ Shareholders' Equity Serial Preferred Shares - no par value: Authorized--3,000,000 shares; outstanding--none --- --- Common Shares - no par value: Class A - Authorized--35,000,000 shares; outstanding--14,384,839 in 1995 and 14,360,339 in 1994 (net of 1,827,449 and 1,851,949 treasury shares, respectively), at stated value 3,596 3,590 Class B - (Non-voting) Authorized--35,000,000 shares; outstanding--14,778,839 in 1995, and 14,749,839 in 1994 (net of 1,433,449 and 1,462,449 treasury shares, respectively), at stated value 3,695 3,687 Additional capital 10,963 9,261 Retained income 254,854 233,420 Less: Deferred compensation (1,292) (576) Amount due from ESOP Trust (10,441) (10,670) Currency translation adjustment (3,383) (4,310) - ------------------------------------------------------------------------------------------------------------------ Total Shareholders' Equity 257,992 234,402 - ------------------------------------------------------------------------------------------------------------------ $421,017 $378,641 - ------------------------------------------------------------------------------------------------------------------ See notes to consolidated financial statements
13 Statements of Consolidated Cash Flows The J. M. Smucker Company
- ---------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) - ---------------------------------------------------------------------------------------------------------------------- Year Ended April 30, 1995 1994 1993 - ---------------------------------------------------------------------------------------------------------------------- Operating Activities Net income $36,303 $ 30,498 $ 32,945 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting method --- --- 4,454 Depreciation 16,185 12,739 11,137 Amortization 3,972 2,639 1,915 Write-off of goodwill --- 2,326 --- Deferred income taxes (272) (1,302) 145 Changes in assets and liabilities: Trade receivables (4,002) (6,097) 798 Inventories (3,535) 500 6,059 Other current assets (7,129) 188 Accounts payable and accrued items (3,152) 12,780 (216) Other - net 706 901 63 - ---------------------------------------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 39,076 55,172 56,982 - ---------------------------------------------------------------------------------------------------------------------- Investing Activities Businesses acquired - net of cash (28,780) (100,195) (2,098) Additions to property, plant, and equipment (18,963) (18,707) (21,004) Proceeds from the sale of property, plant, and equipment 580 691 840 Other - net 724 (572) (3,353) - ---------------------------------------------------------------------------------------------------------------------- Net Cash Used for Investing Activities (46,439) (118,783) (25,615) - ---------------------------------------------------------------------------------------------------------------------- Financing Activities Proceeds from long-term debt 18,542 48,048 --- Reduction in long-term debt --- (377) (440) Purchase of Common Shares (195) (2,210) (2,111) Net amount received from ESOP 229 183 250 Dividends paid (14,503) (13,360) (12,364) Other 348 (4,799) (2,500) - ---------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (Used for) Financing Activities 4,421 27,485 (17,165) - ---------------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash 127 (260) (25) Net (decrease) increase in cash and cash equivalents (2,815) (36,386) 14,177 Cash and cash equivalents at beginning of year 14,059 50,445 36,268 - ---------------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $11,244 $ 14,059 $ 50,445 - ---------------------------------------------------------------------------------------------------------------------- ( ) Denotes use of cash See notes to consolidated financial statements
14 Statements of Consolidated Shareholders' Equity The J. M. Smucker Company
- ------------------------------------------------------------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------------------------------------------------------------ Common Shares Deferred Amount due Currency Share- ------------------ Additional Retained Compen- From ESOP Translation holders' Class A Class B Capital Income sation Trust Adjustment Equity - ------------------------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1992 $3,692 $3,692 $ 7,034 $209,586 $ (947) $(11,103) $ 261 $212,215 Net income 32,945 32,945 Purchase of treasury shares (105) (14) (10,959) (11,078) Stock plans 15 6 1,214 (483) 752 Dividends declared-$.43 a (12,620) (12,620) share Other 607 250 (2,602) (1,745) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1993 $3,602 $3,698 $ 8,841 $218,952 $(1,430) $(10,853) $(2,341) $220,469 Net income 30,498 30,498 Purchase of treasury shares (15) (11) (22) (2,388) (2,436) Stock plans 3 223 854 1,080 Dividends declared-$.47 a (13,642) (13,642) share Other 219 183 (1,969) (1,567) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1994 $3,590 $3,687 $ 9,261 $233,420 $ (576) $(10,670) $(4,310) $234,402 Net income 36,303 (195) 36,303 Purchase of treasury shares (2) (3) (190) (195) Stock plans 8 8 1,337 (716) 637 Dividends declared-$.505 a (14,679) (14,679) share Other 368 229 927 1,524 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Balance at April 30,1995 $3,596 $3,695 $10,963 $254,854 $(1,292) $(10,441) $(3,383) $257,992 - ------------------------------------------------------------------------------------------------------------------------------------ See notes to consolidated financial statements.
15 Notes to Consolidated Financial Statements The J. M. Smucker Company Fiscal Years Ended April 30, 1995, April 30, 1994, and April 30, 1993 Note A: Accounting Policies Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions and accounts are eliminated in consolidation. Cash and Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less to be cash equivalents. Financial Instruments: The fair value of the Company's financial instruments approximates their carrying amounts. 16 Inventories: The Company values its inventories at the lower of cost or market, with market considered as replacement value. Cost is determined on the last-in, first-out (LIFO) method for the majority of domestic inventories. Inventories not on the LIFO method are valued principally by the first-in, first-out (FIFO) method. If the FIFO method (which approximates current cost) had been used for all inventories, the balances would have been $12,765,000 and $11,169,000 higher than reported at April 30, 1995 and 1994, respectively. Goodwill and Intangible Assets: The excess cost over net assets of businesses acquired and other intangibles, principally trademarks and patents, are being amortized using the straight-line method over periods ranging up to 40 years. The Company continually evaluates whether events or circumstances have occurred which would indicate the carrying value may not be recoverable or the useful life warrants revision. When factors indicate that goodwill and other intangible assets should be evaluated for possible impairment, the Company analyzes the future recoverability of the asset using an estimate of the related undiscounted future cash flows of the business, and recognizes any adjustment to its carrying value on a current basis. Accumulated amortization of goodwill and intangible assets at April 30, 1995 and 1994, was $13,902,000 and $10,228,000, respectively. 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 for financial reporting purposes and accelerated methods for income tax purposes. Foreign Currency Translation: Assets and liabilities of the Company's foreign subsidiaries are translated using the exchange rates in effect at the balance sheet date, while income and expenses are translated using average rates. Translation adjustments are reported as a separate component of shareholders' equity. Advertising Expense: Advertising costs are expensed as incurred. Advertising expense was $12,953,000, $12,066,000 and $11,080,000 in 1995, 1994, and 1993, respectively. 17 Net Income Per Common Share: Net income per Common Share is based on the weighted average number of the Class A Common Shares and Class B Common Shares considered outstanding during the year. Reclassifications: Certain prior year amounts have been reclassified to conform to current year classifications. Note B: Operating Segments The Company operates in one industry: the manufacturing and marketing of food products. The following presents information about operations in different geographic areas:
- ------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------ Year Ended April 30, 1995 1994 1993 - ------------------------------------------------------------------------------ Net sales: United States $562,187 $429,272 $424,311 Foreign 66,092 56,464 37,849 - ------------------------------------------------------------------------------ Total net sales $628,279 $485,736 $462,160 - ------------------------------------------------------------------------------ Operating income (loss): United States $ 91,900 $ 80,630 $ 87,176 Foreign 2,123 (1,216) (1) 752 - ------------------------------------------------------------------------------ 94,023 79,414 87,928 Corporate expenses (31,524) (29,015) (26,845) - ------------------------------------------------------------------------------ Total operating income $ 62,499 $ 50,399 $ 61,083 - ------------------------------------------------------------------------------ Identifiable assets: United States $359,756 $326,042 $259,302 Foreign 61,261 52,599 35,509 - ------------------------------------------------------------------------------ Total assets $421,017 $378,641 $294,811 - ------------------------------------------------------------------------------ (1) Includes the write-off of $2.3 million of goodwill associated with a foreign subsidiary.
Identifiable assets include corporate and all other assets identified with operations in each geographic area. There was no material amount of transfers between geographic areas. 18 Note C: Acquisitions In December 1994, the Company acquired the Laura Scudder's natural peanut butter business from BAMA Foods, Inc., a wholly-owned subsidiary of Welch Foods, Inc., for cash. In July 1994, the Company completed its cash acquisition of substantially all of the assets of After The Fall Products, Inc., located in Brattleboro, Vermont. The acquired business consisted primarily of the sale of natural juices and juice beverages under the After The Fall brand. Subsequent to the acquisition, the Company transferred production of After The Fall products to its beverage production facility in Havre de Grace, Maryland. In conjunction with these acquisitions, the Company purchased $5,250,000 and $17,746,500 of intangible assets, respectively, consisting primarily of goodwill. The Company plans to amortize the intangible assets over 40 years using the straight-line method. In March 1994, the Company acquired certain assets and assumed certain liabilities of the Mrs. Smith's frozen pie business from Mrs. Smith's Frozen Foods Co., a subsidiary of Kellogg Company, for $84,102,000. This business, located in Pottstown, Pennsylvania, manufactures and markets branded frozen pies and pie shells under the Mrs. Smith's brand name. The purchase price was paid from a combination of debt financing and internally generated funds. In connection with the acquisition, the Company purchased $36,452,000 of intangible assets, primarily trademarks and goodwill, and plans to amortize those assets over 40 years using the straight-line method. In July 1993, the Company purchased for $16,093,000 in cash, the jam, preserve, and pie filling business of Culinar, Inc. of Canada. In connection with this acquisition, the Company purchased $7,159,000 of intangible assets, primarily goodwill, and plans to amortize them over 20 years using the straight-line method. All of the Company's acquisitions have been recorded using the purchase method of accounting and, accordingly, results of operations subsequent to the dates of acquisition are included in the consolidated financial statements. 19 Individually, the acquisition of the After the Fall, Laura Scudder's and Culinar businesses did not have a material impact on the financial results of the Company. Had the acquisition of Mrs. Smith's occurred at the beginning of fiscal 1993, proforma consolidated results would have been as follows:
- ------------------------------------------------------------------------------------------ Year Ended April 30, - ------------------------------------------------------------------------------------------ (Dollars in thousands, except per share amounts) 1994 1993 - ------------------------------------------------------------------------------------------ Net Sales $601,000 $609,000 Net Income $ 32,240 $ 35,954 Net Income per share $ 1.10 $ 1.22
The proforma results are based on historical financial information provided by Mrs. Smith's Frozen Foods Co. and are adjusted to give effect to certain costs, primarily interest expense, amortization of intangible assets, depreciation on revalued property, plant, and equipment, and income taxes. These unaudited results do not necessarily reflect the actual results which would have occurred had the acquisition been completed at the beginning of 1993, nor are they necessarily indicative of future results. 20 Note D: Retirement Plans The Company has pension plans covering substantially all of its employees. Benefits are based on the employee's years of service and compensation. The Company's plans are funded in conformity with the funding requirements of applicable government regulations. Net periodic pension cost included the following components:
------------------------------------------------------------------------------------------------ Year Ended April 30, ------------------------------------------------------------------------------------------------ (Dollars in thousands) 1995 1994 1993 ------------------------------------------------------------------------------------------------ Service cost-benefits earned during the period $ 1,640 $1,256 $1,168 Interest cost on projected benefit obligation 3,404 3,086 2,564 Actual return on plan assets (2,640) (2,876) (2,204) Deferred loss (927) (722) (1,253) Net amortization and deferral 386 244 (107) ------------------------------------------------------------------------------------------------ Net periodic pension cost $ 1,863 $ 988 $ 168 ------------------------------------------------------------------------------------------------
21 The following sets forth in the aggregate the funded status and amounts recognized in the Company's consolidated balance sheets for all Company-administered domestic pension plans:
- ------------------------------------------------------------------------------------------------------- April 30, - ------------------------------------------------------------------------------------------------------- (Dollars in thousands) 1995 1994 - ------------------------------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested benefits $ 35,718 $34,444 Non-vested benefits 2,324 2,312 - ------------------------------------------------------------------------------------------------------- Accumulated benefit obligation 38,042 $36,756 - ------------------------------------------------------------------------------------------------------- Projected benefit obligation for service rendered to date 44,525 44,012 Plan assets at fair value 41,839 42,520 - ------------------------------------------------------------------------------------------------------- Projected benefit obligation in excess of plan assets (2,686) (1,492) Unrecognized prior service cost 5,131 5,166 Unrecognized net gain from past experience (582) (338) Unamortized net asset at transition (1,595) (1,686) - ------------------------------------------------------------------------------------------------------- Net prepaid pension cost $ 268 $ 1,650 - -------------------------------------------------------------------------------------------------------
The expected long-term rate of return on plan assets was 9% for 1995, 1994, and 1993. Plan assets consist of listed stocks and government obligations, including 168,000 of both of the Company's Class A and Class B Common Shares at April 30, 1995 and 1994. The discount rate was 8% and 7.5% in 1995 and 1994, respectively, while the rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligations was 5.5% and 5.75%. Prior service costs are being amortized over the average remaining service lives of the employees expected to receive benefits. Included in the above table is the unfunded supplemental retirement benefit plan which had a projected benefit obligation of $6,215,000 and $6,230,000 in 1995 and 1994, respectively. The Company also charged to operations approximately $2,169,000, $675,000, and $606,000 in 1995, 1994, and 1993, respectively, for contributions to foreign pension plans and to plans not administered by the Company on behalf of employees subject to certain labor contracts. These amounts were determined in accordance with foreign actuarial computations and provisions of those labor contracts. For those plans not self-administered, the Company is unable to determine its share of either the accumulated plan benefits or net assets available for benefits under those plans. 22 Note E: Postretirement Benefits Other Than Pensions In addition to providing pension benefits, the Company sponsors several unfunded defined postretirement plans which provide health care and life insurance benefits to substantially all active and retired, domestic, nonrepresented employees, and their covered dependents and beneficiaries. These plans are contributory, with retiree contributions adjusted periodically, and contain other cost-sharing features, such as deductibles and coinsurance. Covered employees generally are eligible for these benefits when they have reached age 55 and attained 10 years of service. During fiscal 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). This standard requires that the estimated cost of postretirement benefits, principally health care, be accrued over the period earned rather than expensed as incurred. The effect of adopting SFAS 106 resulted in the Company recognizing a one-time charge to consolidated income of $4,454,000 ($.15 per share), net of $2,704,000 of income tax benefit. 23 Net periodic postretirement benefit expense related to these plans for 1995, 1994, and 1993 included the following components:
---------------------------------------------------------------------------------------- Year Ended April 30, ---------------------------------------------------------------------------------------- (Dollars in thousands) 1995 1994 1993 ---------------------------------------------------------------------------------------- Service cost $ 472 $ 421 $ 362 Interest cost 662 737 591 Net amortization and deferral --- 13 --- ---------------------------------------------------------------------------------------- Net period postretirement benefit cost $1,134 $1,171 $ 953 ----------------------------------------------------------------------------------------
The following table sets forth the combined status of the plans as recognized in the Consolidated Balance Sheets at April 30, 1995 and 1994:
---------------------------------------------------------------------------------------- April 30, ---------------------------------------------------------------------------------------- (Dollars in thousands) 1995 1994 ---------------------------------------------------------------------------------------- Accumulated benefit obligation: Retirees $2,833 $3,407 Fully eligible active participants 1,319 1,351 Other active participants 4,549 5,045 Unrecognized actuarial gain (loss) 1,102 (929) ---------------------------------------------------------------------------------------- Postretirement benefits other than pensions $9,803 $8,874 ----------------------------------------------------------------------------------------
The discount rate assumption used to determine the actuarial present value of the accumulated postretirement benefit obligation was 8% in 1995 and 7.5% in 1994. For 1996, the assumed health care cost trend rates were 10.5% for participants under age 65 and 8.5% for participants age 65 or older. Both rates were assumed to decrease gradually to 5.5% in the year 2003. The health care cost trend rate assumption has a significant effect on the amount of the obligation and periodic cost reported. A one percent annual increase in the assumed cost trend rate in each year would increase the accumulated postretirement benefit obligation as of April 30, 1995, by $1,428,000 and the net periodic postretirement benefit cost for the year by $263,000. In addition, certain of the Company's active employees participate in multi-employer plans which provide defined postretirement health care benefits. The aggregate amount contributed to these plans, including the charge for net periodic postretirement benefit costs, totaled $1,431,000, $1,436,000, and $1,356,000 in 1995, 1994, and 1993, respectively. 24 Note F: Stock Benefit Plans ESOP: The Company sponsors an Employee Stock Ownership Plan and Trust (ESOP) for domestic, non-represented employees. The Company has entered into loan agreements with the Trustee of the ESOP for purchases by the Trustee in amounts not to exceed a total of 1,200,000 unallocated Common Shares of the Company at any one time. These shares are to be allocated to participants over a period of not less than 20 years. ESOP loans bear interest at 1/2% over prime and are payable as shares are allocated to participants. Contributions to the plan are made annually in amounts sufficient to fund ESOP debt repayment. Dividends on unallocated shares are used to reduce expense and were $406,000, $389,000, and $336,000 in 1995, 1994, and 1993, respectively. The principal payments received from the ESOP in 1995, 1994, and 1993 were $229,000, $183,000, and $250,000, respectively. Effective May 1, 1994, the Company adopted Statement of Position 93-6 (SOP 93-6), Employers' Accounting for Employee Stock Ownership Plans. This statement requires that compensation expense be measured based upon the fair value of shares committed to be released to plan participants. Under the "grandfather" provision of SOP 93-6, the Company did not apply the statement to shares purchased prior to the transition date of December 31, 1992. Since all shares currently held by the ESOP were acquired prior to 1993, the Company will continue to recognize future compensation expense using the cost basis. At April 30, 1995, the ESOP held 805,048 unallocated shares consisting of 324,124 Class A and 480,924 Class B Common Shares. All shares held by the ESOP were considered outstanding in earnings per share calculations for all periods presented. Savings Plan: The Company offers an employee savings plan under Section 401(k) of the Internal Revenue Code for all domestic employees not covered by collective bargaining agreements. The Company's contributions under the plan are based on a specified percentage of employee contributions. Charges to operations for this plan in 1995, 1994, and 1993 were $1,017,000, $787,000, and $736,000, respectively. 25 Restricted Stock: The Restricted Stock Bonus Plan provides for issuance of Common Shares to key employees. There are 74,600 Class A and 117,600 Class B Common Shares available for issuance under the plan at April 30, 1995. Shares awarded under this plan contain certain restrictions for four years relating, among other things, to forfeiture in the event of termination of employment and to transferability. Shares awarded are issued as of the effective date of the award and recorded at market value. A corresponding deferred compensation charge is expensed over the period during which restrictions are in effect. In fiscal 1995, an award of 31,000 shares of Class A and Class B Common Shares was made while 43,000 Class A Common Shares were awarded in 1993. There were no awards made during fiscal 1994. 26 Stock Options: The Company has two stock option plans covering officers and certain key employees. Options granted under these plans become exercisable at the rate of one-third per year beginning one year after the date of grant, and the option price is equal to the market value on the effective date of the grant. Changes in the stock option plans are as follows:
- --------------------------------------------------------------------------------------------- Option Price Common Shares Per Share - --------------------------------------------------------------------------------------------- Class A Class B Outstanding at April 30, 1992 576,632 408,032 Granted 127,500 --- $27.25 Exercised (6,200) (6,200) $11.19-$19.13 Forfeited (5,400) (1,000) $19.13-$31.50 - --------------------------------------------------------------------------------------------- Outstanding at April 30, 1993 692,532 400,832 Granted 179,000 --- $23.94 Exercised (5,866) (5,866) $11.19-$19.13 Forfeited (7,566) (1,166) $19.13-$31.50 - --------------------------------------------------------------------------------------------- Outstanding at April 30, 1994 858,100 393,800 Granted 87,500 87,500 $21.50-$23.69 Exercised --- --- Forfeited --- --- - --------------------------------------------------------------------------------------------- Outstanding at April 30, 1995 945,600 481,300 Exercisable at April 30, 1995 698,268 393,800 Available for Future Grants at April 30, 1993 1,097,265 1,388,965 1994 925,831 1,390,131 1995 838,331 1,302,631 - ---------------------------------------------------------------------------------------------
27 Note G: Long-Term Debt The Company has a three-year, $125,000,000, unsecured revolving credit facility with certain banks. Under the agreement, the Company is subject to certain covenants and restrictions relating to current and interest coverage ratios, along with periodic payments for commitment fees of .12% per annum on the unused balance. Interest rates are variable, primarily based on money market, LIBOR, or prime. The revolving credit facility expires in 1998 and is extendible at the option of the Company with the approval of the banks. Borrowings under the revolving credit facility were $67,100,000 and $48,048,000 at April 30, 1995 and 1994, respectively. Interest paid on all borrowings approximated total interest expense in each of the three years ended April 30, 1995, 1994, and 1993. Note H: Leases The Company leases certain land, buildings, and equipment for varying periods of time, with renewal options. Leases of cold storage facilities are continually renewed for short periods. Rental expense in 1995, 1994, and 1993 totaled $12,897,000, $9,110,000, and $8,552,000, respectively; included therein were cold storage facility rentals, based on quantities stored, amounting to $7,701,000, $5,525,000, and $4,538,000, respectively. Note I: Income Taxes During fiscal 1993, the Company adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. This statement requires the use of the asset and liability approach for financial accounting and reporting of income taxes. The Company previously accounted for income taxes in conformity with APB 11. The effect of this change in accounting method was not material to the financial statements or results of operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the Company's deferred tax assets and liabilities at April 30, 1995 and 1994 are as follows: 28
- ------------------------------------------------------------------------------------------------- (Dollars in Thousands) 1995 1994 - ------------------------------------------------------------------------------------------------- Deferred Tax Liabilities: Depreciation $9,492 $ 7,891 Goodwill 949 20 Pension contributions 308 764 Other (each less than 5% of total liabilities) 1,767 1,371 - ------------------------------------------------------------------------------------------------- Total Deferred Tax Liabilities 12,516 10,046 Deferred Tax Assets: Postretirement benefits other than pensions 3,835 3,393 Other employee benefits 3,977 2,560 Foreign net operating loss carryforwards 1,363 901 Trademarks 1,009 863 Marketing accruals 1,821 571 Other (each less than 5% of total assets) 3,386 3,921 - ------------------------------------------------------------------------------------------------- Total Deferred Tax Assets 15,391 12,209 Valuation allowance for deferred tax assets (2,660) (2,265) - ------------------------------------------------------------------------------------------------- Net Deferred Tax Assets 12,731 9,944 - ------------------------------------------------------------------------------------------------- Net Deferred Tax (Assets) Liabilities $ (215) $ 102 - -------------------------------------------------------------------------------------------------
At April 30, 1995, the Company has foreign net operating loss carryforwards of $4,090,000 for income tax purposes with various expiration dates. The Company has recorded a valuation allowance related to foreign tax loss carryforwards and other foreign deferred tax assets due to the uncertainty of their realization. 29 Significant components of the provision for income taxes are as follows:
- ----------------------------------------------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------------------------------------------- Year Ended April 30, 1995 1994 1993 - ----------------------------------------------------------------------------------------------------------- Current: Federal $21,910 $20,146 $20,413 State and Local 3,439 3,381 3,513 Deferred (Credit) (272) (1,302) 145 - ----------------------------------------------------------------------------------------------------------- Total income tax expense from operations $25,077 $22,225 $24,071 - -----------------------------------------------------------------------------------------------------------
A reconciliation of the statutory federal income tax rate and the effective tax rate follows:
- -------------------------------------------------------------------------------------------------------------- (Dollars in thousands) - -------------------------------------------------------------------------------------------------------------- Percent of Pretax Income - -------------------------------------------------------------------------------------------------------------- Year Ended April 30, 1995 1994 1993 - -------------------------------------------------------------------------------------------------------------- Statutory federal income tax rate 35.0% 35.0% 34.0% Increase in income taxes resulting from: State and local income taxes, net of federal income tax benefit 3.6 4.2 3.8 Other items 2.3 3.0 1.4 - -------------------------------------------------------------------------------------------------------------- Effective income tax rate 40.9% 42.2% 39.2% - -------------------------------------------------------------------------------------------------------------- Income taxes paid $22,521 $22,431 $23,640 - --------------------------------------------------------------------------------------------------------------
Note J: Common Shares The Company's Amended Articles of Incorporation provide that but for certain exceptions, those acquiring the Company's Class A Common Shares will be entitled to cast one vote per share on matters requiring shareholder approval until they have held their shares for four years, after which time they will be entitled to cast ten votes per share. The Company's Class B Common Shares are non-voting, except under certain conditions outlined in the Company's Amended Articles of Incorporation. EX-21 5 J.M. SMUCKER 10-K EXHIBIT 21 1 Exhibit 21 SUBSIDIARIES OF THE COMPANY State or Jurisdiction Subsidiaries of Incorporation - ------------------------------- ----------------------------- After The Fall Products, Inc. Ohio H.B. DeViney Company, Inc. Pennsylvania The Dickinson Family, Inc. Ohio Elsenham Quality Foods Limited England Henry Jones Foods Pty. Ltd Victoria, Australia Juice Creations Co. Ohio Knudsen & Sons, Inc California Mary Ellen's, Incorporated Ohio Mrs. Smith's, Inc. Ohio A.F. Murch Company Ohio Santa Cruz Natural Incorporated California Smucker Australia, Inc. Ohio J.M. Smucker (Canada) Inc. Ontario, Canada Smucker International, Ltd. U.S. Virgin Islands Smucker Latin America, Inc. Ohio J.M. Smucker de Mexico, S.A. de C.V. Mexico JMS Specialty Foods, Inc. Wisconsin Smucker U.K., Inc. Ohio EX-23 6 J.M. SMUCKER 10-K EXHIBIT 23 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report on Form 10-K of The J. M. Smucker Company of our report dated June 8, 1995, included in the 1995 Annual Report to Shareholders of The J. M. Smucker Company. Our audit also included the financial statement schedule of The J. M. Smucker Company listed in item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also 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 the Elsenham (Nonapproved) Stock Option Plan, of our report dated June 8, 1995, with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report on Form 10-K of The J. M. Smucker Company. ERNST & YOUNG LLP Akron, Ohio July 21, 1995 EX-24 7 J.M. SMUCKER 10-K EXHIBIT 24 1 Exhibit 24.1 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that LENA C. BAILEY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Lena C. Bailey -------------------------------------- Director 2 Exhibit 24.2 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that WILLIAM P. BOYLE, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ William P. Boyle, Jr. -------------------------------------- Director 3 Exhibit 24.3 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RICHARD G. JIRSA, corporate controller of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned corporate controller might or could do in person, in furtherance of the foregoing. /s/ Richard G. Jirsa ------------------------------------------ Corporate Controller 4 Exhibit 24.4 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RUSSELL G. MAWBY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Russell G. Mawby ------------------------------------- Director 5 Exhibit 24.5 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that CHARLES S. MECHEM, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Charles S. Mechem, Jr. ------------------------------------- Director 6 Exhibit 24.6 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that ROBERT R. MORRISON, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Robert R. Morrison ------------------------------------- Director 7 Exhibit 24.7 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that VERNON D. NETZLY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Vernon D. Netzly ------------------------------------- Director 8 Exhibit 24.8 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that PAUL H. SMUCKER, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Paul H. Smucker -------------------------------------- Director 9 Exhibit 24.9 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. SMUCKER, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Richard K. Smucker -------------------------------------- Director 10 Exhibit 24.10 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that TIMOTHY P. SMUCKER, director of The J. M. Smucker Company, hereby appoints Richard K. Smucker and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Timothy P. Smucker ------------------------------------- Director 11 Exhibit 24.11 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. STEINBRINK, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ William H. Steinbrink ------------------------------------- Director 12 Exhibit 24.12 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that BENJAMIN B. TREGOE, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Benjamin B. Tregoe, Jr. ------------------------------------- Director 13 Exhibit 24.13 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that BARBARA TRUEMAN, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Barbara Trueman ------------------------------------- Director 14 Exhibit 24.14 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that WILLIAM WRIGLEY, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1995, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ William Wrigley, Jr. ------------------------------------- Director EX-27 8 J.M. SMUCKER 10-K EXHIBIT 27
5 1,000 YEAR APR-30-1995 MAY-01-1994 APR-30-1995 11,244 0 54,075 475 110,674 191,836 236,085 95,960 421,017 79,843 67,100 7,291 0 0 250,701 421,017 628,279 628,279 411,013 411,013 154,767 0 4,515 61,380 25,077 36,303 0 0 0 36,303 1.25 1.25
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