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.
The following pages are excerpts from a presentation made by representatives of
The J. M. Smucker Company to investors.
[SMUCKER'S LOGO] [JIF LOGO]
THE "NEW" SMUCKER
CATEGORY LEADERSHIP
[BAR CHART]
% Dollar
Share of Category
FRUIT SPREADS PEANUT BUTTER COOKING OILS SHORTENING
$745 million $860 million $1.3 billion $200 million
SMUCKER'S 40.0% 33.0% 25.0% 73.0%
NEXT COMPANY 20.0% 21.0% 18.0% 9.0%
OCTOBER 2001
[CRISCO LOGO] [SMUCKER'S LOGO]
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[SMUCKER'S LOGO] [JIF LOGO]
PROJECTED FINANCIAL PERFORMANCE
PROJECTED PROJECTED PROJECTED
FYE 4/30 FYE 6/30 FYE 4/30
($ in Millions) 2002 2002 2003*
--------------- --------- --------- ---------
Revenues $675 $645 $1,320
EBITDA $ 92 $120 $ 212
Margin 14% 19% 16%
* Represents first full year of integration, excluding any one-time
transition costs
[CRISCO LOGO] [SMUCKER'S LOGO]
17
[SMUCKER'S LOGO] [JIF LOGO]
KEY MILESTONES
1897 Jerome Monroe Smucker makes and sells his first crock of apple butter
1921 The J. M. Smucker Company is incorporated
1923 The J. M. Smucker Company starts crafting preserves & jellies
1942 National distribution of Smucker's products begins
1948 Smucker introduces a new line of Spoonable Ice Cream Toppings
1959 The J. M. Smucker Company goes public
1962 The slogan is coined "With a name like Smucker's, it has to be good(R)"
1965 Smucker lists on the New York Stock Exchange under the symbol "SJM"
1979 Smucker gains market leadership in the jam & jelly category
1988 International expansion begins in Canada
2001 The J. M. Smucker Company announces it will merge the Jif & Crisco
brands
[CRISCO LOGO] [SMUCKER'S LOGO]
28
This document contains certain forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially.
These include statements regarding estimates of future earnings and cash flows
and expectations as to the closing of the transaction. Other uncertainties
include, but are not limited to, general economic conditions within the U.S.,
strength of commodity markets from which raw materials are procured and the
related impact on costs, ability to obtain regulatory and shareholders'
approval, including without limitation a private letter ruling from the Internal
Revenue Service, integration of the acquired businesses in a timely and cost
effective manner, and other factors affecting share prices and capital markets
generally. Other risks and uncertainties that may materially affect the Company
are detailed from time to time in reports filed by the Company with the
Securities and Exchange Commission, including Forms 10-Q and 10-K.
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.