UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 12, 2004
The J. M. Smucker Company
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-5111 34-0538550
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Strawberry Lane
Orrville, Ohio 44667-0280
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 682-3000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
Pursuant to Item 7.01, "Regulation FD Disclosure", information is being
furnished with respect to the extension of The J. M. Smucker Company's voluntary
odd-lot program for its eligible shareholders, which will allow shareholders
with fewer than 100 shares to either sell all of their shares or to purchase
additional shares to increase their holdings to 100 shares. Eligible
shareholders are those registered and beneficial shareholders owning fewer than
100 Smucker common shares. The program will continue to be in effect from
November 13, 2004 through December 17, 2004, unless earlier terminated.
The actual price per share eligible shareholders will receive or pay will be
determined by a market-based price per share that will be uniformly applied to
all shareholders participating in the program from November 13, 2004 through
December 17, 2004 ("Extension Period"). The price cannot be guaranteed in
advance.
Shares submitted for sale will be matched to shares requested for purchase by
other participating shareholders. If more shares are requested for sale than for
purchase, shareholders will receive or pay the average of the closing market
price for The J. M. Smucker Company common shares as reported on the New York
Stock Exchange for the Extension Period. The Company will repurchase these net
sales of shares, which will represent a portion of the one million shares the
Company's Board of Directors authorized the repurchase of in August 2004.
If more shares are requested for purchase than for sale, the balance of shares
not matched will be purchased in the open market throughout the Extension Period
and a few days afterward. A weighted average price will be determined by these
market trades for the Extension Period, and that is the price shareholders will
receive or will pay. Weighted averaging means the per share price is obtained by
dividing the aggregate dollar amount of all purchases of shares for the
participants during the Extension Period by the total number of shares purchased
on behalf of such participants during the Extension Period.
A copy of the press release announcing the extension of the previously announced
odd-lot program, dated November 12, 2004, is attached to this Current Report on
Form 8-K as Exhibit 99, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Exhibit
Number Description
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99 Press Release Announcing Extension of Voluntary Odd-Lot
Program, dated November 12, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE J. M. SMUCKER COMPANY
By: /s/ Richard K. Smucker
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Richard K. Smucker
President, Co-Chief Executive Officer,
and Chief Financial Officer
Date: November 12, 2004
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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99 Press Release Announcing Extension of Voluntary Odd-Lot Program,
dated November 12, 2004