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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-02-004569.txt : 20020528
<SEC-HEADER>0000950152-02-004569.hdr.sgml : 20020527
<ACCEPTANCE-DATETIME>20020528164331
ACCESSION NUMBER:		0000950152-02-004569
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020520
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020528

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05111
		FILM NUMBER:		02663697

	BUSINESS ADDRESS:	
		STREET 1:		STRAWBERRY LN
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
		BUSINESS PHONE:		3306823000

	MAIL ADDRESS:	
		STREET 1:		STRAWBERRY LANE, P.O. BOX 280
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l94658ae8vk.txt
<DESCRIPTION>THE J. M. SMUCKER COMPANY - CURRENT REPORT ON 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   ---------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of report (Date of earliest event reported) May 20, 2002
                                                           -------------


                            The J. M. Smucker Company
                        ---------------------------------
               (Exact Name of Registrant as Specified in Charter)



         Ohio                          1-05111                   34-0538550
- --------------------------------------------------------------------------------
(State or Other Jurisdiction         (Commission                (IRS Employer
     of Incorporation)               File Number)            Identification No.)



Strawberry Lane, Orrville, Ohio                                        44667
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code    (330) 682-3000
                                                    ----------------



                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 5.  OTHER EVENTS.

         On May 20, 2002, The J. M. Smucker Company, an Ohio corporation
("Smucker"), and The Procter & Gamble Company, an Ohio corporation ("P&G"),
issued a joint press release to announce the closing date of the merger (the
"Merger") of the Jif peanut butter and Crisco shortening and oils businesses of
P&G into Smucker. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.

         Smucker shareholders had previously approved the Merger as described in
a press release issued by Smucker on April 5, 2002. A copy of the press release
is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference.

ITEM 7.  EXHIBITS.

(c)      Exhibits.

Exhibit
Number   Exhibit
- ------   -------
 99.1    Joint press release, dated May 20, 2002

 99.2    Press release, dated April 5, 2002


<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                            THE J. M. SMUCKER COMPANY

Date:     May 28, 2002

                                            By:  /s/ Ann Harlan
                                                ---------------------------
                                            Name:  Ann Harlan
                                            Title: General Counsel
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number     Exhibit
- -------    -------
 99.1      Joint press release, dated May 20, 2002

 99.2      Press release, dated April 5, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>l94658aexv99w1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.1

            J. M. SMUCKER AND PROCTER & GAMBLE ANNOUNCE CLOSING DATE
                          FOR JIF & CRISCO TRANSACTION

Orrville and Cincinnati, Ohio, May 20, 2002. The J.M. Smucker Company (NYSE:
SJM) and The Procter & Gamble Company (NYSE: PG) announced today that they
expect to complete the merger of the Jif peanut butter and Crisco shortening and
oils businesses into Smucker in an all-stock transaction on June 1, 2002.
Procter & Gamble has received from the Internal Revenue Service a private letter
ruling with respect to the tax effects of the deal, which means that the
transaction announced last October by Smucker and Procter & Gamble may proceed.

Prior to completion, the Jif and Crisco brands and their associated assets will
be spun off from Procter & Gamble and then immediately merged into Smucker.
Procter & Gamble shareholders of record at the close of business on May 29, 2002
will receive one share of new Smucker common for every 50 shares they then hold
in Procter & Gamble. Procter & Gamble shareholders with fewer than 50 shares
will receive a cash payment in lieu of fractional shares.

Smucker shareholders will receive an estimated .9447 of a share of new Smucker
common for every current share they hold in Smucker at the end of trading on May
31, 2002, the day before closing. The exact exchange ratio for Smucker
shareholders will be determined at closing based on the number of Smucker common
shares outstanding at closing and the number of P&G common shares outstanding on
the record date. No cash payments will be made to Smucker shareholders, except
for any cash due to shareholders as payment for fractional shares.

The Smucker new common shares will begin to trade on June 3, 2002. Smucker
shares will continue to trade on the NYSE under the same ticker symbol, "SJM."

Tim Smucker, chairman and co-chief executive officer of Smucker, said, "It has
been a long road since we announced the Jif and Crisco transaction and we are
eager to welcome these icon brands into the Smucker family. We have our
integration teams and plans in place and are looking forward to completing the
transaction so we can begin to run these businesses."

"Jif and Crisco will enjoy a prominent position at Smucker, where they'll have
opportunities to grow and prosper with a company for whom they will be core
brands," said A.G. Lafley, president and chief executive of Procter & Gamble. "I
couldn't be more pleased - for our employees, for our shareholders and for The
J.M. Smucker Company."

Current Smucker shareholders who hold share certificates will receive
information from Smucker shortly after closing explaining the process for
exchanging their existing share certificates for their new Smucker common
shares. Shares held in book form by the

<PAGE>

transfer agent, such as dividend reinvestment plan shares, will automatically be
converted into new Smucker common at closing. Shareholders with questions should
contact Smucker's transfer agent, Computershare Investor Services, at
1-800-456-1169.

Procter & Gamble shareholders who hold their Procter & Gamble stock in record
form will receive an account statement from Smucker shortly after closing. That
statement will confirm the number of shares of new Smucker they own and that
these shares will be held in book entry form by Computershare. Shareholders who
own Smucker or Procter & Gamble shares in a bank or brokerage account should
contact their bank or broker regarding their new Smucker shares.

Additional shareholder information can be found on the Smucker and Procter &
Gamble web sites at www.smuckers.com and www.pg.com/investor, respectively.

This press release contains certain forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially.
These include statements regarding expectations as to the closing of the
transaction, the exchange ratio for Smucker shareholders, and the integration of
the acquired businesses in a timely and cost effective manner. Other risks and
uncertainties that may materially affect the companies are detailed from time to
time in the respective reports filed by the companies with the Securities and
Exchange Commission, including Forms 10-Q, 10-K, and 8-K.


THE J.M. SMUCKER COMPANY:
The J.M. Smucker Company (www.smuckers.com) was founded in 1897, when the
Company's namesake and founder sold his first product -- apple butter -- from
the back of a horse-drawn wagon. Today, over a century later, the Company is the
market leader in fruit spreads, ice cream toppings, health and natural foods
beverages, and natural peanut butter in North America. For over 100 years, The
J.M. Smucker Company has been headquartered in Orrville, Ohio and has been
family run for four generations. The Company has over 2,000 employees worldwide
and distributes products in more than 70 countries.

THE PROCTER & GAMBLE COMPANY:
P&G markets more than 250 brands including Pampers(R), Tide(R), Ariel(R),
Always(R), Whisper(R), Pantene(R), BountY(R), Pringles(R), Folgers(R),
Charmin(R), Downy(R), Lenor(R), Iams(R), Olay(R), Crest(R), Vicks(R) and
Actonel(R). P&G employs nearly 106,000 people in more than 80 countries
worldwide. For more information about P&G, please visit our website at
www.pg.com.

CONTACTS:
The Procter & Gamble Company:  Margaret Swallow  513-945-6294
The J.M. Smucker Company:  Steven J. Ellcessor 330-682-3000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>l94658aexv99w2.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>
                                                                  EXHIBIT 99.2

            SHAREHOLDERS APPROVE MERGER OF JIF AND CRISCO BRANDS INTO
                           THE J. M. SMUCKER COMPANY

Orrville, Ohio, April 5, 2002 - The J. M. Smucker Company (NYSE:SJM) announced
today that its shareholders had overwhelmingly approved the proposed merger of
the Jif and Crisco businesses of Procter & Gamble into the Company at a special
shareholders' meeting held in Wooster, Ohio. The merger received the approval of
over 85 percent of the total voting power of the Company and over 99 percent of
those actually voting. A vote of over two-thirds of the total voting power was
required for approval.

Tim Smucker, chairman and co-chief executive officer of The J. M. Smucker
Company, said, "We are very pleased with today's vote and with the support we've
received from our shareholders. The level of approval reflects the excitement
that all of us feel about creating a new company that combines three icon brands
like Smucker's, Jif, and Crisco."

The proposed merger was originally announced by the Company and Procter & Gamble
last October. Completion of the transaction is contingent upon receipt of a
private letter ruling from the Internal Revenue Service. The Company noted that
it continues to anticipate a closing of the transaction in the second calendar
quarter.

With respect to plans for the combining of the businesses, Richard Smucker,
president and co-chief executive officer, stated, "Our integration plans are in
place and we expect the transition and integration to go very smoothly. We look
forward to welcoming all of our new employees and shareholders to The J. M.
Smucker Company as we position the Company for positive and profitable future
growth."

The J. M. Smucker Company (www.smuckers.com) was founded in 1897, when the
Company's namesake and founder sold his first product -- apple butter -- from
the back of a horse-drawn wagon. Today, over a century later, the Company is the
market leader in fruit spreads, ice cream toppings, health and natural foods
beverages, and natural peanut butter in North America. For over 100 years The
J. M. Smucker Company has been headquartered in Orrville, Ohio, and has been
family run for four generations. The Company has over 2,000 employees worldwide
and distributes products in more than 70 countries.

This press release contains certain forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially.
This includes statements regarding expectations as to the closing of the
transaction. Other uncertainties include, but are not limited to, general
economic conditions within the U.S., the ability to obtain 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.

Contact:  Steven J. Ellcessor, Vice President-Finance and Administration
          The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667
          (330) 682-3000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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