-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoXfuif8MOsn6ystYJBm2WrqfAV5kJhIDhNcORYQ93T63U9xrOWURUmG5mBgnQi4 +PbhudO3nc21wZ5qbpGyHA== 0000950152-96-003534.txt : 19960724 0000950152-96-003534.hdr.sgml : 19960724 ACCESSION NUMBER: 0000950152-96-003534 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960722 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-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 96597453 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-K405 1 SMUCKER'S 10-K405 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, 1996 ( ) 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: (330) 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. [ X ] As of July 3, 1996, 14,375,149 Class A Common Shares and 14,782,339 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, 1996, was $219,650,391. Certain sections of the Registrant's definitive Proxy Statement, dated July 10, 1996, for the August 13, 1996 Annual Meeting of Shareholders and of the 1996 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, often 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 continuing operations of The J. M. Smucker Company and its subsidiaries. DISCONTINUED OPERATIONS. On May 31, 1996, the Company completed the sale of its Mrs. Smith's frozen pie business to a subsidiary of Flowers Industries, Inc. called Mrs. Smith's Bakeries, Inc. ("Flowers Industries") for a combination of cash, notes receivable, and assumption of certain liabilities. In return for the inventory, intangible assets, and certain components of working capital of Mrs. Smith's, the Company received $15,000,000 in cash, a $15,000,000 note, and a commitment by Flowers Industries to purchase during fiscal 1997 approximately $29,900,000 in inventory. In connection with this divestiture, the Company also has entered into agreements to lease property, plant, and equipment of the Mrs. Smith's frozen pie business to Flowers Industries under 10-year operating lease agreements, which include the exclusive right and option to purchase such assets during the term of the leases. The future minimum rental revenue from these leases is approximately $31,850,000. PRINCIPAL PRODUCTS. The principal products of the Company are fruit spreads, 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 six strategic business areas: Consumer, 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 directly 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, and Latin America, although products are exported to other countries as well. International sales represent approximately 13% of total continuing 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. 3 PATENTS AND TRADEMARKS. The Company's products are marketed under numerous trademarks owned by the Company. The principal trademarks are the Company's names and certain designs of products. Major trademarks include: Smucker's, The R. W. Knudsen Family, After The Fall, Mary Ellen, Dickinson's, Lost Acres, IXL, Laura Scudder's, Simply Fruit, Good Morning, Double Fruit, Super Spreaders, Low Sugar, Goober, Magic Shell, Sundae Syrup, Recharge, Santa Cruz Original, Spritzer, and Heinke. In addition, the Company licenses the use of several other trademarks, none of which individually is material to the Company's business. Other slogans or designs considered to be important trademarks to the Company include the slogan, "With a name like Smucker's, it has to be good," the Smucker's banner, the Crock Jar shape, the Gingham design, and the strawberry logo. SEASONALITY. Historically, the Company's business has not been highly seasonal. 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, ice cream topping, and natural peanut butter categories. The Company's business is highly competitive as all its brands compete for retail shelf 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 or in the aggregate 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, 1996, the Company had approximately 1,925 full-time employees, worldwide. 4 SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning international operations for the years 1996, 1995, and 1994 is hereby incorporated by reference from the 1996 Annual Report to Shareholders, on page 20 under Note B: "Operating Segments." 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. In addition to the locations listed below, acreage is leased in California for the growing of strawberries. The Company also leases property in Pottstown, Pennsylvania to Mrs. Smith's Bakeries, Inc., a subsidiary of Flowers Industries, Inc. The corporate headquarters are located in Orrville, Ohio.
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 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 PRODUCTS PRODUCED LOCATIONS - --------------------------------------------------------------------------------- Ste-Marie, Quebec, Canada Fruit spreads, pie fillings, sweet spreads Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps
5 ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding which would be considered material. 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, 1996, 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 as an Name Age Company Position Officer Since - ------------------------------------------------------------------------------- Paul H. Smucker 79 57 Chairman of the Executive Committee 1946 Tim Smucker 52 27 Chairman 1973 Richard K. Smucker 48 23 President 1974 Vincent C. Byrd 41 19 Vice President and General Manager, 1988 Consumer Market K. Edwin Dountz 54 20 Vice President - Sales 1982 Fred A. Duncan 50 18 Vice President and General Manager, 1984 Industrial Market Steven J. Ellcessor 44 10 Vice President -Administration, Secretary, and General Counsel 1986 Robert E. Ellis 49 18 Vice President - Human Resources 1996 Richard G. Jirsa 50 21 Corporate Controller 1978 Charles A. Laine 60 31 Vice President and General Manager, International and Beverage Markets 1984 R. Alan McFalls 51 19 Vice President - Corporate Development and Planning 1984 John D. Milliken 51 22 Vice President - Customer Logistics 1981 Robert R. Morrison 61 35 Vice President Operations 1967 H. Reid Wagstaff 61 20 Vice President - Government and 1994 Environmental Affiars Philip P. Yuschak 57 20 Treasurer 1989
6 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 Shares and other related shareholder information is hereby incorporated by reference from the Company's 1996 Annual Report to Shareholders under the caption "Stock Price Data" on page 9. 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 1996 Annual Report to Shareholders under the following captions and page numbers: "Five Year Summary of Selected Financial Data" on page 8; Note C: "Acquisitions and Divestitures" on pages 20 and 21. 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 1996 Annual Report to Shareholders, on pages 10 and 11. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated financial statements of the Company at April 30, 1996, 1995, and 1994, and for each of the three years in the period ended April 30, 1996, with the report of independent auditors and selected unaudited quarterly financial data, are hereby incorporated by reference from the Company's 1996 Annual Report to Shareholders on page 9 and pages 12 through 27. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 7 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, on pages 2 through 4, under the caption "Election of Directors." For information concerning the Company's executive officers, see "Executive Officers of the Company" 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, on pages 13 and 14 under the caption "Ownership of Common Shares." 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, 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 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, 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 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, 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 incorporated by reference to the 1988 Annual Report on Form 10-K. 4(a) 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(b) Second Amendment Agreement further extending the term of 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 26, 1996. 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 10(e) Nonemployee Director Stock Plan, description of which is incorporated by reference from the Company's definitive proxy statement, dated July 10, 1996, for the 1996 Annual Meeting of Shareholders on August 13, 1996, on page 5 thereof under the caption, "Additional Information Concerning the Board of Directors of the Company."
9 10(f) Acquisition Agreement, made as of May 1, 1996, by and among Flowers Industries, Inc., Mrs. Smith's Bakeries, Inc., The J. M. Smucker Company, and Mrs. Smith's, Inc. incorporated by reference to Form 8-K filed on June 14, 1996. 13 Excerpts from 1996 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 1996. 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 22, 1996 The J. M. Smucker Company By: /s/ 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. /s/ Paul H. Smucker - ---------------------------------------- Paul H. Smucker Chairman of the Executive Committee and Director (Principal Executive Officer) /s/ Tim Smucker - ---------------------------------------- Tim Smucker Chairman and Director (Principal Executive Officer) /s/ Richard K. Smucker - ---------------------------------------- Richard K. Smucker President and Director (Principal Executive Officer) (Principal Financial Officer) /s/ Richard G. Jirsa - ---------------------------------------- Richard G. Jirsa Corporate Controller (Principal Accounting Officer) /s/ Lena C. Bailey - ---------------------------------------- Lena C. Bailey Director /s/ Kathryn W. Dindo - ---------------------------------------- Kathryn W. Dindo Director /s/ Russell G. Mawby - ---------------------------------------- Russell G. Mawby Director By: Steven J. Ellcessor /s/ Charles S. Mechem, Jr. - ---------------------------------------- Charles S. Mechem, Jr. Director Date: July 22, 1996 /s/ Robert R. Morrison - ---------------------------------------- Robert R. Morrison Director /s/ Vernon D. Netzly - ---------------------------------------- Vernon D. Netzly Director /s/ William H. Steinbrink - ---------------------------------------- William H. Steinbrink Director /s/ Benjamin B. Tregoe, Jr. - ---------------------------------------- Benjamin B. Tregoe, Jr. Director /s/ William Wrigley, Jr. - ---------------------------------------- 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 1996 Annual Report to Shareholders of The J. M. Smucker Company: Consolidated Balance Sheets at April 30, 1996 and 1995 . . . . . . . 14-15 For the years ended April 30, 1996, 1995, and 1994: Statements of Consolidated Income . . . . . . . . . . . . . . . . 13 Statements of Consolidated Cash Flows . . . . . . . . . . . . . . 16 Statements of Consolidated Shareholders' Equity . . . . . . . . . 17 Notes to Consolidated Financial Statements . . . . . . . . . . . . 18-27 Consolidated financial statement schedules at April 30, 1996, or for the years ended April 30, 1996, 1995, and 1994: II. 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 II - VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED APRIL 30, 1996, 1995 AND 1994 (DOLLARS IN THOUSANDS)
Charged to Balance at Costs Charged to Deduc- Balance at Beginning and Other tions End of Classification of year Expenses Accounts (A) Period - -------------------------------------------------------------------------------------------- 1996: Valuation allowance for deferred tax assets $ 2,660 $ (651) $ -- $ -- $2,009 Allowance for doubtful accounts 475 385 -- 173 687 ------------------------------------------------ $ 3,135 $ (266) $ -- $ 173 $2,696 ================================================ 1995: Valuation allowance for deferred tax assets $ 2,265 $ 395 $ -- $ -- $2,660 Allowance for doubtful accounts 419 195 -- 139 475 ------------------------------------------------ $ 2,684 $ 590 $ -- $ 139 $3,135 ================================================ 1994: Valuation allowance for deferred tax assets $ 1,884 $ 381 $ -- $ -- $2,265 Allowance for doubtful accounts 300 201 -- 82 419 ------------------------------------------------ $ 2,184 $ 582 $ -- $ 82 $2,684 ================================================ (A) Uncollectible accounts written off, net of recoveries.
F-2 EX-4.B 2 EXHIBIT 4(B) 1 Exhibit 4(b) SECOND AMENDMENT AGREEMENT -------------------------- Second Amendment Agreement ("Amendment Agreement") made as of the 26th day of April, 1996, 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, as amended by a First Amendment Agreement dated April 25, 1995, 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 further 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 definition of "Termination Date" in its entirety and substituting the following in place thereof: "'Termination Date' means April 30, 1999. 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." 2. 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. 3. 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. -1- 2 4. 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. 5. 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/ Marianne T. Meil -------------------------------- ------------------------------- Title: President Title: Assistant Vice President ----------------------------- ---------------------------- NATIONAL CITY BANK THE FIRST NATIONAL BANK OF CHICAGO By: /s/ David R. Evans By: /s/ Marguerite Canistraro -------------------------------- ------------------------------- as Agent Title: Sr. Vice Pres. Title: Vice President ----------------------------- ---------------------------- -2- EX-10.D 3 EXHIBIT 10(D) 1 Exhibit 10(d) MANAGEMENT INCENTIVE PLAN The J.M. Smucker Company May 1996 [HEWITT ASSOCIATES LOGO] 2 PURPOSE, ELIGIBILITY, AND ADMINISTRATION PURPOSE The purpose of The J.M. Smucker Company Management Incentive Plan (M.I.P.) is to reward key contributors who have an impact on the achievement of Company and Strategic Business Area goals. ELIGIBILITY Participants include those management and other senior employees who have a significant impact on the financial performance of the Company. Participants must be approved by the Executive Committee, and in the case of officers of the Company, by the Compensation Committee of the Board of Directors. Participants must be employed on the last day of the year in order to receive an award, unless termination as a result of death, disability or retirement. A pro rata award will be paid in the case of the termination for these reasons. ADMINISTRATION The Plan is administered by the Executive Committee, and in the case of officers, by the Compensation Committee. The appropriate Committee will establish the performance measure at the beginning of each fiscal year. The appropriate Committee will review the result at the conclusion of the fiscal year and establish the appropriate incentive awards. 1 Hewitt Associates 3 AWARD LEVELS Each participant will have a Target Award, stated as percentage of the year- ending salary, assigned by the Executive Committee, or in the case of officers, by the Compensation Committee. Actual incentive awards will vary from this Target Award based on the financial results of the Company and the individual performance of the participant (and in the case of a participant in a Strategic Business Area, the financial performance of that Area). A minimum level of Company financial performance will be established each year, below which no incentive awards will be paid. A maximum level of Company performance will also be established each year, above which there will be no further increase to the incentive award. The Compensation Committee will establish the minimum and maximum financial performance levels for the Company. The Executive Committee will establish the minimum and maximum financial performance levels for the Strategic Business Areas. 2 Hewitt Associates 4 PERFORMANCE MEASURES COMPANY PERFORMANCE Initially, Company performance will be earnings compared to plan. A minimum earnings level of 80 percent of plan is established. If performance is below this level, no award will be paid. The maximum level beyond which there will be no further increase in incentive awards, is established at 110 percent of plan. The Compensation Committee may change this measure, or the minimum and maximum formula in future years. INDIVIDUAL PERFORMANCE Participants can earn additional incentive awards based on individual performance, as judged by their manager and reviewed and approved by the Executive Committee, or in the case of officers, by the Compensation Committee. The individual performance incentives awards have a minimum and maximum amount. Individual performance awards will generally be related to the Company performance awards. Participants in Strategic Business Areas will have a portion of their award based on the financial performance of their Strategic Business Area. Initially, Strategic Business Area performance will be operating earnings. A minimum operating earnings of level of 80 percent of plan is established. This Strategic Business Area portion of the total award will not be paid if performance is below this level. The maximum level beyond which there will be no further increases in this portion of the award is established at 110 percent of plan. 3 Hewitt Associates 5 TIMING OF AWARD Awards will be paid as soon as practical following the completion of the audit of annual financial results. 4 Hewitt Associates EX-13 4 EXHIBIT 13 1 Exhibit 13 Statements of Consolidated Income The J. M. Smucker Company
- -------------------------------------------------------------------------------------- (Dollars in thousands, except per share data) - -------------------------------------------------------------------------------------- Year Ended April 30, 1996 1995 1994 - -------------------------------------------------------------------------------------- Net sales $ 528,576 $510,888 $ 478,228 Cost of products sold 337,095 330,287 305,988 - -------------------------------------------------------------------------------------- Gross Profit 191,481 180,601 172,240 Selling, distribution, and administrative expenses 137,487 126,045 119,405 - -------------------------------------------------------------------------------------- Operating Income 53,994 54,556 52,835 Interest income 1,173 770 964 Other income (expense) - net (983) 772 1,729 - -------------------------------------------------------------------------------------- 54,184 56,098 55,528 Interest expense 2,393 1,218 237 Loss on disposal of foreign subsidiary 6,996 -- -- - -------------------------------------------------------------------------------------- Income Before Income Taxes 44,795 54,880 55,291 Income taxes 15,342 22,419 23,360 - -------------------------------------------------------------------------------------- Income from Continuing Operations $ 29,453 $ 32,461 $ 31,931 Discontinued Operations: Income (loss) from discontinued operations, net 1,284 3,842 (1,433) of income taxes Loss on discontinuance, net of income taxes (1,424) -- -- - -------------------------------------------------------------------------------------- Net Income $ 29,313 $ 36,303 $ 30,498 - -------------------------------------------------------------------------------------- Income (Loss) per Common Share: Continuing Operations $ 1.01 $ 1.11 $ 1.10 Discontinued Operations -- 0.14 (0.05) - -------------------------------------------------------------------------------------- Net Income per Common Share $ 1.01 $ 1.25 $ 1.05 ======================================================================================
See notes to consolidated financial statements 2 Consolidated Balance Sheets The J. M. Smucker Company
- ----------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------- Assets April 30, - ----------------------------------------------------------------------- 1996 1995 - ----------------------------------------------------------------------- Current Assets Cash and cash equivalents $ 17,647 $ 11,244 Trade receivables, less allowance for doubtful accounts of $687 ($475 in 1995) 40,241 43,407 Income tax refundable 2,998 -- Inventories: Finished products 37,381 35,815 Raw materials, containers, and supplies 58,114 50,246 - ----------------------------------------------------------------------- 95,495 86,061 Assets of discontinued operations - net 42,250 19,849 Other current assets 15,831 16,253 - ----------------------------------------------------------------------- Total Current Assets 214,462 176,814 - ----------------------------------------------------------------------- Property, Plant, and Equipment Land and land improvements 13,719 14,260 Buildings and fixtures 73,400 72,079 Machinery and equipment 163,078 144,141 Construction in progress 2,615 5,605 - ----------------------------------------------------------------------- 252,812 236,085 Accumulated depreciation (109,728) (95,960) - ----------------------------------------------------------------------- Total Property, Plant, and Equipment 143,084 140,125 - ----------------------------------------------------------------------- Other Noncurrent Assets Goodwill 31,336 32,273 Trademarks and patents 12,762 13,361 Assets of discontinued operations - net 13,875 35,389 Other assets 9,433 8,033 - ----------------------------------------------------------------------- Total Other Noncurrent Assets 67,406 89,056 - ----------------------------------------------------------------------- $ 424,952 $ 405,995 =======================================================================
3
- ----------------------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------------------- Liabilities and Shareholders' Equity April 30, - ----------------------------------------------------------------------------------- 1996 1995 - ----------------------------------------------------------------------------------- Current Liabilities Accounts payable $ 37,211 $ 32,620 Salaries, wages, and additional compensation 8,845 8,259 Accrued marketing and merchandising 9,750 10,093 Income taxes -- 3,858 Dividends payable 3,810 3,816 Other current liabilities 7,894 6,175 - ----------------------------------------------------------------------------------- Total Current Liabilities 67,510 64,821 - ----------------------------------------------------------------------------------- Noncurrent Liabilities Long-term debt 60,800 67,100 Postretirement benefits other than pensions 10,541 9,803 Deferred income taxes 8,488 5,023 Other noncurrent liabilities 1,272 1,256 - ----------------------------------------------------------------------------------- Total Noncurrent Liabilities 81,101 83,182 - ----------------------------------------------------------------------------------- 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--14,387,639 in 1996 and 14,384,839 in 1995 (net of 1,824,649 and 1,827,449 treasury shares, respectively), at stated value 3,597 3,596 Class B - (Non-voting) Authorized--35,000,000 shares; outstanding--14,782,339 in 1996, and 14,778,839 in 1995 (net of 1,429,949 and 1,433,449 treasury shares, respectively), at stated value 3,696 3,695 Additional capital 11,469 10,963 Retained income 269,036 254,854 Less: Deferred compensation (727) (1,292) Amount due from ESOP Trust (10,251) (10,441) Currency translation adjustment (479) (3,383) - ----------------------------------------------------------------------------------- Total Shareholders' Equity 276,341 257,992 - ----------------------------------------------------------------------------------- $ 424,952 $ 405,995 ===================================================================================
See notes to consolidated financial statements 4 Statements of Consolidated Cash Flows The J. M. Smucker Company
- ------------------------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------------------------ Year Ended April 30, 1996 1995 1994 - ------------------------------------------------------------------------------------------------ Operating Activities Income from continuing operations $ 29,453 $ 32,461 $ 31,931 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: 15,288 13,292 12,503 Depreciation Amortization 2,185 2,872 2,548 Write-off of goodwill -- -- 2,326 Loss on disposal of foreign subsidiaries 6,996 -- -- Deferred income taxes 764 119 (1,431) Changes in assets and liabilities, net of effects from business acquisitions and discontinued operations: Trade receivables 1,931 678 (584) Inventories (9,738) (7,137) 599 Other current assets (350) (7,058) 89 Accounts payable andaccrued items 3,841 (2,384) 4,962 Other - net (2,559) 706 901 - ------------------------------------------------------------------------------------------------ Net Cash Provided by Operating Activities 47,811 33,549 53,844 - ------------------------------------------------------------------------------------------------ Investing Activities Business acquired - net of cash -- (28,780) (100,195) Additions to property, plant, and equipment (25,585) (18,963) (18,707) Proceeds from the sale of property, plant, and equipment 722 580 691 Other - net 1,494 724 (572) - ------------------------------------------------------------------------------------------------ Net Cash Used for Investing Activities (23,369) (46,439) (118,783) - ------------------------------------------------------------------------------------------------ Financing Activities Proceeds from long-term debt -- 18,542 48,048 Reduction in long-term debt (6,300) -- (377) Purchase of Common Shares - net 98 (195) (2,210) Net amount received from ESOP 190 229 183 Dividends paid (15,123) (14,503) (13,360) Other - net 1,104 348 (4,799) - ------------------------------------------------------------------------------------------------ Net Cash (Used for) Provided by Financing Activities (20,031) 4,421 27,485 - ------------------------------------------------------------------------------------------------ Cash flows provided by (used in) continuing operations 4,411 (8,469) (37,454) Cash flows provided by (used in) discontinued operations 1,901 5,527 1,328 Effect of exchange rate changes on cash 91 127 (260) Net increase (decrease) in cash and cash equivalents 6,403 (2,815) (36,386) Cash and cash equivalents at beginning of year 11,244 14,059 50,445 - ------------------------------------------------------------------------------------------------ Cash and Cash Equivalents at End of Year $ 17,647 $ 11,244 $ 14,059 - ------------------------------------------------------------------------------------------------ ( ) Denotes use of cash
See notes to consolidated financial statements 5 Statements of Consolidated Shareholders' Equity The J. M. Smucker Company
- ----------------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------------------------------------------------------------------- Amount Common Shares Deferred due Currency Share- ------------- Additional Retained Compen- from ESOP Translation holders Class A Class B Capital Income sation Trust Adjustment Equity - ----------------------------------------------------------------------------------------------------------------------------------- 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 (15) (11) (22) (2,388) (2,436) shares Stock plans 3 223 854 1,080 Cash dividends declared - $.47 a share (13,642) (13,642) 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 36,303 Purchase of treasury shares (2) (3) (190) (195) Stock plans 8 8 1,337 (716) 637 Cash dividends declared - $.505 a share (14,679) (14,679) 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 Net income 29,313 29,313 Purchase of treasury (14) (14) shares Stock plans 1 1 110 565 677 Cash dividends declared - (15,117) (15,117) $.52 a share Other 396 190 2,904 3,490 - ----------------------------------------------------------------------------------------------------------------------------------- Balance at April 30, 1996 $ 3,597 $ 3,696 $ 11,469 $ 269,036 $ (727) $ (10,251) (479) $ 276,341 ===================================================================================================================================
See notes to consolidated financial statements 6 Notes to Consolidated Financial Statements The J. M. Smucker Company On April 19, 1996, the Company reached an agreement in principle to sell its Mrs. Smith's frozen pie business to Flowers Industries, Inc. The sale was completed on May 31, 1996, and management has no involvement in the continuing operations of Mrs. Smith's subsequent to the sale. Mrs. Smith's has been reflected as a discontinued operation in the accompanying financial statements. Accordingly, unless otherwise stated, the accompanying notes for all years presented exclude amounts related to this discontinued business. 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. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Stock Compensation: The Company accounts for its stock-based employee compensation arrangements based on the intrinsic value of the equity instruments granted, as set forth in APB Opinion No. 25, Accounting for Stock Issued to Employees. 7 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 $10,502,000 and $12,765,000 higher than reported at April 30, 1996 and 1995, 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, 1996 and 1995, was $14,545,000 and $12,711,000, respectively. Property, Plant, and Equipment: Property, plant, and equipment are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: 3 to 15 years for machinery and equipment, and 10 to 40 years for buildings, fixtures, and improvements. Property sold or retired is eliminated from the accounts in the year of disposition. 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 $9,421,000, $10,213,000, and $9,533,000 in fiscal 1996, 1995, and 1994, respectively. 8 Recently Issued Accounting Standards: In March 1995, the FASB issued Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. Statement 121 also addresses the accounting for long-lived assets that are expected to be disposed of. The Company will adopt Statement 121 in the first quarter of fiscal 1997 and, based on current circumstances, does not believe the effect of adoption will be material. Risks and Uncertainties: The principal products of the Company are fruit spreads, dessert toppings, syrups, peanut butter, industrial fruit products (such as bakery and yogurt fillings), fruit and vegetable juices, juice beverages, condiments, and gift packages. 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 are typically sold directly to other food manufacturers. The Company's distribution outside the United States is principally in Canada, Australia and the Pacific Rim, and Latin America. The fruit raw materials used by the Company 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 and fruit juices and to maintain them in cold storage warehouses. The Company believes there is no concentration of risk with any single customer or supplier whose failure or non-performance would materially affect the Company's results. In addition, the Company insures its business and assets in each country against insurable risks in a manner that it deems appropriate. It believes that the risk of loss from non-insurable events would not have a material adverse affect on the Company's operations as a whole. 9 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, 1996 1995 1994 - ----------------------------------------------------------------- Net sales: United States $ 458,040 $ 444,796 $ 421,764 Foreign 70,536 66,092 56,464 - ----------------------------------------------------------------- Total net sales $ 528,576 $ 510,888 $ 478,228 - ----------------------------------------------------------------- Operating income (loss): United States $ 87,905 $ 84,544 $ 83,281 Foreign 2,392 2,123 (1,216)(1) - ----------------------------------------------------------------- 90,297 86,667 82,065 Corporate expenses (36,303) (32,111) (29,230) - ----------------------------------------------------------------- Total operating income $ 53,994 $ 54,556 $ 52,835 - ----------------------------------------------------------------- Identifiable assets: United States $ 365,697 $ 344,734 $ 310,252 Foreign 59,255 61,261 52,599 - ----------------------------------------------------------------- Total assets $ 424,952 $ 405,995 $ 362,851 - ----------------------------------------------------------------- (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. 10 Note C: Acquisitions and Divestitures 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. 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. 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 above 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. 11 Divestitures - ------------ As previously noted, on May 31, 1996, the Company completed the sale of its Mrs. Smith's frozen pie business to a subsidiary of Flowers Industries, Inc. for a combination of cash, notes receivable, and assumption of certain liabilities. In connection with this divestiture, the Company has entered into agreements to lease certain property, plant, and equipment to a Flowers subsidiary called Mrs. Smith's Bakeries, Inc. under operating lease agreements. Mrs. Smith's revenues subsequent to its acquisition were $104,582,000, $117,391,000, and $7,508,000 for the years ended April 30, 1996, 1995, and 1994, respectively. Based upon debt specifically identified to Mrs. Smith's, interest expense of $3,244,000, $3,297,000, and $273,000 was allocated to discontinued operations in fiscal 1996, 1995, and 1994, respectively. Income tax (benefit) or expense allocated to discontinued operations was ($2,069,000), $2,658,000, and ($1,135,000) in fiscal 1996, 1995, and 1994, respectively. The net assets sold to Mrs. Smith's Bakeries, Inc. have been reported in the accompanying consolidated balance sheets as Assets of Discontinued Operations and are classified as current and noncurrent based on the timing of the consideration to be received. A summary of the net assets sold is as follows:
(Dollars in thousands) April 30, -------------------------------------------------------------- 1996 1995 ------- ------- Accounts receivable $ 9,638 $10,193 Inventory 26,685 24,613 Intangibles 29,692 35,006 Other assets 398 448 ------- ------- Assets 66,413 70,260 Accounts payable $ 4,197 7,907 Accrued compensation 1,579 1,976 Accrued marketing 4,198 4,167 Other liabilities 314 972 ------- ------- Liabilities 10,288 15,022 ------- ------- Net Assets $56,125 $55,238 ======= =======
In December 1995, the Company divested its English subsidiary, Elsenham Quality Foods Ltd., resulting in a pretax loss of $6,996,000. A tax benefit of $6,870,000 was recognized associated with this transaction. 12 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) 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost-benefits earned during the period $ 1,537 $ 1,640 $ 1,256 Interest cost on projected benefit obligation 3,684 3,404 3,086 Actual return on plan assets (6,343) (2,640) (2,876) Deferred gain (loss) 2,620 (927) (722) Net amortization and deferral 373 386 244 - -------------------------------------------------------------------------------- Net periodic pension cost $ 1,871 $ 1,863 $ 988 - --------------------------------------------------------------------------------
13 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) 1996 1995 - --------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested benefits $ 39,984 $ 35,718 Non-vested benefits 4,090 2,324 - --------------------------------------------------------------------------------- Accumulated benefit obligation 44,074 38,042 - --------------------------------------------------------------------------------- Projected benefit obligation for service rendered to date 51,773 44,525 Plan assets at fair value 47,359 41,839 - --------------------------------------------------------------------------------- Projected benefit obligation in excess of plan assets (4,414) (2,686) Unrecognized prior service cost 5,350 5,131 Unrecognized net gain from past experience (449) (582) Unamortized net asset at transition (1,504) (1,595) - --------------------------------------------------------------------------------- (Accrued) Prepaid pension cost ($ 1,017) $ 268 - ---------------------------------------------------------------------------------
The expected long-term rate of return on plan assets was 9% for 1996, 1995, and 1994. 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, 1996 and 1995. The discount rate was 7.5% and 8% in 1996 and 1995, 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% in both years. 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 $6,798,000 and $6,215,000 in 1996 and 1995, respectively. The Company also charged to operations approximately $651,000, $691,000, and $675,000 in 1996, 1995, and 1994, 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. 14 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, non-represented 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. 15 Net periodic postretirement benefit expense related to these plans for 1996, 1995, and 1994 included the following components:
------------------------------------------------------------------- Year Ended April 30, ------------------------------------------------------------------- (Dollars in thousands) 1996 1995 1994 ------------------------------------------------------------------- Service cost $ 427 $ 472 $ 421 Interest cost 657 662 737 Net amortization and deferral (64) -- 13 ------------------------------------------------------------------- Net period postretirement benefit cost $ 1,020 $1,134 $1,171 -------------------------------------------------------------------
The following table sets forth the combined status of the plans as recognized in the Consolidated Balance Sheets at April 30, 1996 and 1995:
-------------------------------------------------------------- April 30, -------------------------------------------------------------- (Dollars in thousands) 1996 1995 -------------------------------------------------------------- Accumulated benefit obligation: Retirees $ 2,685 $2,833 Fully eligible active participants 1,373 1,319 Other active participants 4,676 4,549 Unrecognized actuarial gain 1,807 1,102 -------------------------------------------------------------- Postretirement benefits other than pensions $10,541 $9,803 --------------------------------------------------------------
The discount rate assumption used to determine the actuarial present value of the accumulated postretirement benefit obligation was 7.5% in 1996 and 8% in 1995. For 1997, the assumed health care cost trend rates are 10% for participants under age 65 and 8% for participants age 65 or older. Both rates are assumed to decrease gradually to 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, 1996, by $1,407,000 and the net periodic postretirement benefit cost for the year by $243,000. 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 $1,469,000, $1,431,000, and $1,436,000 in 1996, 1995, and 1994, respectively. 16 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 $398,000, $406,000, and $389,000 in 1996, 1995, and 1994, respectively. The principal payments received from the ESOP in 1996, 1995, and 1994 were $190,000, $229,000, and $183,000, 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, 1996, the ESOP held 765,048 unallocated shares consisting of 284,124 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 1996, 1995, and 1994 were $890,000, $871,000, and $787,000, respectively. 17 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, 1996. 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. There were no awards made during either fiscal 1996 or 1994. 18 Stock Options: The Company has a stock option plan covering officers and certain key employees. Options granted under this plan 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 plan are as follows:
------------------------------------------------------------------------- Option Price Common Shares Per Share ------------------------------------------------------------------------- Class A Class B 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 Granted 148,500 148,500 $15.94-$18.00 Exercised (3,500) (3,500) $15.94 Forfeited (6,200) (4,200) $20.22-$23.94 ------------------------------------------------------------------------- Outstanding at April 30, 1996 1,084,400 622,100 Exercisable at April 30, 1996 819,234 415,600 Available for Future Grants at April 30, 1994 925,831 1,390,131 1995 838,331 1,302,631 1996 502,866 965,166 =========================================================================
The Company granted stock options during fiscal 1996 for the purchase of 150,000 Class B Common Shares to non-employees for consulting services rendered. The option price on these options is at or above market at the date of grant. 19 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 1999 and is extendible at the option of the Company with the approval of the banks. Borrowings under the revolving credit facility were $60,800,00 and $67,100,000 at April 30, 1996 and 1995, respectively. Interest paid on all borrowings approximated total interest expense in each of the three years ended April 30, 1996, 1995, and 1994. 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 1996, 1995, and 1994 totaled $10,264,000, $9,908,000, and $8,799,000, respectively; included therein were cold storage facility rentals, based on quantities stored, amounting to $4,699,000, $5,012,000, and $5,221,000, respectively. Note I: Income Taxes 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 are as follows: 20
------------------------------------------------------------------------ (Dollars in thousands) April 30, ------------------------------------------------------------------------ 1996 1995 ------------------------------------------------------------------------ Deferred Tax Liabilities: Depreciation $ 12,673 $ 9,492 Intangible assets -- 469 Pension contributions 19 308 Other (each less than 5% of total liabilities) 1,475 1,238 ------------------------------------------------------------------------ Total Deferred Tax Liabilities 14,167 11,507 Deferred Tax Assets: Postretirement benefits other than pensions 4,209 3,835 Other employee benefits 3,825 3,977 Foreign net operating loss carryforwards 1,232 1,363 Intangible assets 3,420 -- Marketing accruals 1,052 1,821 Other (each less than 5% of total assets) 3,083 3,386 ------------------------------------------------------------------------ Total Deferred Tax Assets 16,821 14,382 Valuation allowance for deferred tax assets (2,009) (2,660) ------------------------------------------------------------------------ Deferred Tax Assets Less Allowance 14,812 11,722 ------------------------------------------------------------------------ Net Deferred Tax Asset $ 645 $ 215 ------------------------------------------------------------------------
At April 30, 1996, the Company has foreign net operating loss carryforwards of $3,500,000 for income tax purposes with various expiration dates. The Company has recorded a valuation allowance related to foreign tax loss carryforwards and certain other foreign deferred tax assets due to the uncertainty of their realization. 21 Significant components of the provision for income taxes are as follows:
- ---------------------------------------------------------------------------------- (Dollars in thousands) - ---------------------------------------------------------------------------------- Year Ended April 30, 1996 1995 1994 - ---------------------------------------------------------------------------------- Current: Federal $12,787 $19,240 $ 21,440 State and local 1,791 3,060 3,351 Deferred (Credit) 764 119 (1,431) - ---------------------------------------------------------------------------------- Total income tax expense from continuing operations $15,342 $22,419 $ 23,360 - ----------------------------------------------------------------------------------
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, 1996 1995 1994 - ---------------------------------------------------------------------------------- Statutory federal income tax rate 35.0% 35.0% 35.0% Decrease in income taxes resulting from: Loss on divestiture of foreign subsidiary (8.6) -- -- Increase in income taxes resulting from: State and local income taxes, net of federal income tax benefit 3.4 3.6 3.9 Foreign losses not utilized 1.7 0.7 0.8 Other items 2.7 1.6 2.5 - ---------------------------------------------------------------------------------- Effective income tax rate 34.2% 40.9% 42.2% - ---------------------------------------------------------------------------------- Income taxes paid, including amounts for discontinued operations $ 17,979 $ 22,521 $ 22,431 - ----------------------------------------------------------------------------------
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 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 Henry Jones Foods Pty. Ltd. Victoria, Australia Juice Creations Co. Ohio Knudsen & Sons, Inc. Ohio Smucker Quality Beverages, Inc. California Mary Ellen's, Incorporated Ohio Smucker Holdings, 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 (domesticated in Delaware) JMS Specialty Foods, Inc. Wisconsin Smucker U.K., Inc. Ohio Alternative Attitudes, Inc. Ohio
EX-23 6 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 7, 1996, included in the 1996 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 of our report dated June 7, 1996, 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 18, 1996 EX-24 7 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, 1996, 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 KATHRYN W. DINDO, 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, 1996, 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/ Kathryn W. Dindo ------------------------------ 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 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, 1996, 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 4 Exhibit 24.4 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, 1996, 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 5 Exhibit 24.5 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, 1996, 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 6 Exhibit 24.6 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, 1996, 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 7 Exhibit 24.7 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, 1996, 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 8 Exhibit 24.8 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, 1996, 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 9 Exhibit 24.9 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, 1996, 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 10 Exhibit 24.10 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, 1996, 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 11 Exhibit 24.11 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, 1996, 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 12 Exhibit 24.12 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, 1996, 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 13 Exhibit 24.13 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, 1996, 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 EX-27 8 EXHIBIT 27
5 1,000 YEAR APR-30-1996 MAY-01-1995 APR-30-1995 17,647 0 40,928 687 95,495 214,462 252,812 (109,728) 424,952 67,510 60,800 7,293 0 0 269,048 424,952 528,576 528,576 337,095 337,095 137,487 0 2,393 44,795 15,342 29,453 (140) 0 0 29,313 1.01 1.01
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