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Filed by The J.M. Smucker Company
Commission File No. 001-05111
333-68416
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: The Procter & Gamble Company
Commission File No. 001-00434
This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934.
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INVESTORS' BRIEF
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[SMUCKER'S LOGO] THE J. M. SMUCKER COMPANY [LOGO]
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COMPANY PROFILE OCTOBER 2001
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The J. M. Smucker Company, headquartered in Orrville, Ohio, is the leading
marketer of jams, jellies, preserves and other fruit spreads in the U.S. It is
also the leader in dessert toppings, natural peanut butter and health and
natural foods juice products. The Smucker's brand is widely known and trusted
for quality food products.
In addition to the Smucker's brand, Smucker markets products under numerous
other brands including Dickinson's, Mary Ellen, Laura Scudder's, Adams, IXL
(Australia), Double Fruit (Canada), The R. W. Knudsen Family, and Santa Cruz
Organic. The Company distributes its consumer products through grocery and other
retail outlets, foodservice establishments, specialty and gourmet shops, health
and natural foods stores, and consumer direct vehicles such as the Internet and
a showcase store in Orrville, Ohio.
Smucker also produces industrial ingredients such as fruit fillings and
toppings for use by other food manufacturers in their products. The Company has
international operations in Australia, Canada, Scotland, Mexico, and Brazil and
exports product to numerous other areas, including the United Kingdom, Eastern
Europe, South and Central America, and Asia. In October 2001, it announced that
it reached a definitive agreement with Procter & Gamble to merge the Jif peanut
butter and Crisco oils businesses into the Smucker Company in an all-stock
transaction.
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CORPORATE INFORMATION
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ADDRESS: TIMOTHY P. SMUCKER
1 Strawberry Lane Chairman & Co-CEO
Orrville, OH 44667
RICHARD K. SMUCKER
PHONE: (330) 682-3000 President & Co-CEO
FAX: (330) 684-3370
WEB: www.smucker.com VINCENT C. BYRD
VP & General Manager,
INVESTOR RELATIONS CONTACT: Consumer Market
Debra A. Marthey
Assistant Treasurer FRED A. DUNCAN
Phone: (330) 684-3385 VP & General Manager,
Industrial Market
STEVEN J. ELLCESSOR
VP-Finance & Administration,
Secretary, & General Counsel
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HIGHLIGHTS OF JIF AND CRISCO TRANSACTION
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- Jif and Crisco brands and the associated assets will be spun off from the
existing P&G Company and then immediately merged with The J.M.
Smucker Company
- P&G shareholders will receive one share of new J.M. Smucker stock
for every 50 shares they hold in Procter & Gamble
- Smucker sales are expected to approximately double, to $1.3 billion,
with the successful closing of the transaction
- Transaction uses a "Revised Morris Trust" structure
- Expanded Smucker Company will include the Jif and Crisco
manufacturing plants in Lexington, KY, and Cincinnati, OH
- This transaction is expected to close during second quarter of calendar
2002, conditioned on the receipt of required shareholder and regulatory
approvals
- Actual results may differ materially from expected results because of
changes in market conditions, uncertainties relating to necessary
approvals including IRS ruling, risks of integration, and other factors
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HISTORY
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In the early 19th century, John Chapman, or "Johnny Appleseed," wandered the
Ohio countryside, sowing apple seeds and securing a place in American legend. It
was from the fruit of Johnny Appleseed's trees that Orrville, Ohio, resident
Jerome Monroe Smucker first pressed cider at a mill he opened in 1897. Later, he
also prepared apple butter, which he sold from the back of a horse-drawn wagon.
Each crock bore a hand-signed seal as his personal guarantee of quality.
Before long, J. M. Smucker's name became well known in its own right, as
residents throughout the region - and eventually the nation - came to associate
the Smucker's name with wholesome, high-quality fruit products. Much like Johnny
Appleseed's trees, The J. M. Smucker Company has strong roots that have allowed
it to grow and prosper over the last 100 years. Today, its products can be found
in homes and restaurants throughout the world.
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STRENGTHS/BENEFITS
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- Accretive to Smucker earnings; provides significant cash flows; requires no
debt
- Strengthen Smucker position to acquire other complementary leading food
brands
- The Jif and Crisco brands are a strategic fit
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MARKET FACTS
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(as of October 8, 2001)
Recent Price $26.54
52 Week High $29.00
52 Week Low $21.00
52 Week Return 8.84%
Market Capitalization $632.5 million
Shares Outstanding 24.4 million
Fiscal Year End April
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STOCK PRICE
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[GRAPH]
RESULTS OF OPERATIONS
(dollars in millions except per share amounts)
THREE MONTHS
ENDED JULY 31, YEARS ENDED APRIL 30,
2001 2000 2001 2000 1999
---- ---- ---- ---- ----
Net Sales $169.8 $166.3 $ 651.2 $ 641.9 $ 612.7
EBITDA $ 22.4 $ 22.4 $ 83.7 $ 81.9 $ 82.4
EBITDA per share $ 0.92 $ 0.79 $ 3.30 $ 2.86 $ 2.83
Income before nonrecurring $ 13.7 $ 15.7 $32,972 $35,983 $37,763
Income per share before nonrecurring $ 0.35 $ 0.34 $ 1.30 $ 1.26 $ 1.30
Net Income $ 8.4 $ 8.6 $30,667 $26,357 $37,763
EPS $ 0.35 $ 0.30 $ 1.21 $ 0.92 $ 1.30
Wtd. Average Shares (in millions) 24.3 28.2 25.4 28.7 29.1
Dividends $ 0.16 $ 0.16 $ 0.64 $ 0.61 $ 0.57
(Excludes nonrecurring and cumulative effect adjustment)
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INVESTMENT CONSIDERATIONS
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- Consistent management with fourth generation leading the business
- Commitment to continually enhancing shareholder value
- Strong cash flows; solid balance sheet; low debt; consistent dividend
payout
- Strong brands, number one position in fruit spreads, ice cream toppings,
natural peanut butter and natural fruit juices categories
- Dedication to the highest standards of quality for consumers
- Steady sales growth
- Company selected on Fortune magazine's list of "The 100 Best Companies To
Work For" for four consecutive years
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PRINCIPAL SUBSIDIARIES
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Smucker Quality Beverages, Inc.
- Chico, CA
Smucker Specialty Foods Company
- Ripon, WI
Henry Jones Foods Pty Ltd
- Carlton, Victoria, Australia
J.M. Smucker (Canada) Inc.
- Toronto, Canada
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FINANCIAL SUMMARY (PRE-TRANSACTIONS)
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NET SALES BY STRATEGIC BUSINESS AREA
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[PIE CHART]
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FY2001 Foodservice Consumer
$651 Million 15% 44%
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Industrial
16%
International
12%
Specialty
4% Beverage
9%
NET SALES FOR PAST 10 YEARS
Compounded Growth Rates
5 yr. = 4.4% 10 yr. = 4.2%
$ IN MILLIONS
[GRAPH]
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
431 459 465 479 512 526 535 575 613 642 651
NET SALES BY PRODUCT CATEGORY
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[PIE CHART]
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FY2001 Toppings/Syrups
$651 Million 9%
------------- Peanut Butter Fruit Spreads
7% 38%
Beverage
10%
Formulated
15%
Portion Control
12% Other
9%
EARNINGS & CASH FLOW PER SHARE
(Excludes nonrecurring and cumulative effect adjustment)
Cash Flow Per Share Earnings Per Share
[GRAPH]
$ PER SHARE
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1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
1.47 1.59 1.71 1.61 1.67 1.61 1.81 2.03 2.10 2.17 2.36
1.07 1.16 1.27 1.10 1.12 1.01 1.06 1.25 1.30 1.26 1.30
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The J. M. Smucker Company will file a proxy statement-prospectus and other
relevant documents concerning the proposed merger transaction with the
Commission. Investors are urged to read the proxy statement-prospectus when it
becomes available and other relevant documents filed with the Commission because
they will contain important information on the proposed transaction. You will be
able to obtain the documents filed with the Commission free of charge at the
website maintained by the Commission at www.sec.gov. In addition, you may obtain
documents filed with the Commission by The J. M. Smucker Company free of charge
by requesting them in writing from The J. M. Smucker Company, Strawberry Lane,
Orrville, Ohio 44667, Attention: Investor Relations, or by telephone at (330)
682-3000.
The J. M. Smucker Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from The J. M. Smucker
Company's shareholders. A list of the names of those directors and executive
officers and descriptions of their interests in The J. M. Smucker Company is
contained in The J. M. Smucker Company's proxy statement dated July 10, 2001,
which is filed with the Commission. Shareholders may obtain additional
information about the interest of the directors and executive officers in this
transaction by reading the proxy statement-prospectus when it becomes available.
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This document is being filed pursuant to Rule 425 under the Securities Act of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934.
The J.M. Smucker Company will file a proxy statement-prospectus and other
relevant documents concerning the proposed merger transaction with the
Securities and Exchange Commission (the "Commission"). Investors are urged to
read the proxy statement-prospectus when it becomes available and any other
relevant documents filed with the Commission because they will contain important
information on the proposed transaction. You will be able to obtain the
documents filed with the Commission free of charge at the website maintained by
the Commission at www.sec.gov. In addition, you may obtain documents filed with
the Commission by The J.M. Smucker Company free of charge by requesting them in
writing from The J.M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667,
Attention: Investor Relations, or by telephone at 330-682-3000.
The J.M. Smucker Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from The J.M. Smucker
Company's shareholders. A list of the names of those directors and executive
officers and descriptions of their interests in The J.M. Smucker Company is
contained in The J.M. Smucker Company's proxy statement dated July 10, 2001,
which is filed with the Commission. Shareholders may obtain additional
information about the interest of the directors and executive officers in this
transaction by reading the proxy statement-prospectus when it becomes available.