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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891092-04-005798.txt : 20041202
<SEC-HEADER>0000891092-04-005798.hdr.sgml : 20041202
<ACCEPTANCE-DATETIME>20041202150021
ACCESSION NUMBER:		0000891092-04-005798
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041129
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Cost Associated with Exit or Disposal Activities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041202
DATE AS OF CHANGE:		20041202

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:		041180324

	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>e19869_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): November 29, 2004

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

            Ohio                        1-5111                    34-0538550
- ----------------------------         ------------            -------------------
(State or Other Jurisdiction         (Commission                (IRS Employer
     of Incorporation)               File Number)            Identification No.)

           One Strawberry Lane
             Orrville, Ohio                                       44667-0280
- ----------------------------------------                     -------------------
(Address of Principal Executive Offices)                          (Zip Code)

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

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement

On November 29, 2004, The J. M. Smucker Company entered into an asset purchase
agreement with Baldwin Richardson Foods Co. for the purchase of assets
comprising the bakery ingredients business of the Company's industrial
operations, currently manufactured at the Company's Orrville, Ohio, facility.
The sale is expected to close by December 31, 2004. The Company will continue to
produce industrial bakery ingredients for Baldwin Richardson pursuant to a
contract packing agreement through September 2005.

The Company has also entered into a letter of intent with Sabroso Company for
the sale of the dairy ingredient portion of the Company's industrial business.
The Company anticipates a definitive purchase agreement will be executed prior
to December 31, 2004 and that the transaction will close by the end of January
2005. As part of the agreement, the Company will lease space in its Oxnard,
California, facility to Sabroso.

The industrial business will continue to be reported as part of the Company's
continuing operations. Industrial sales planned for fiscal 2005 were
approximately $60 million. The sale of the combined industrial businesses is
expected to generate proceeds of approximately $20 million, in a combination of
$14 million in cash and $6 million in a promissory note, and will result in a
net gain of approximately $4 million. The purchase agreement with Baldwin
Richardson also provides for an additional contingent payment of up to $2
million based on performance over the two years following the closing of the
transaction. The net impact on fiscal 2005 results is not anticipated to be
material as the loss of operating income that the businesses generated is
expected to be offset by the gain on the sale of the businesses.

A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.

Item 2.05 Costs Associated with Exit or Disposal Activities

The information set forth under the caption "Item 1.01 Entry into a Material
Definitive Agreement" is incorporated herein by reference.

The Company also announced that as part of its supply chain optimization project
(SCOP), it intends to close its Salinas, California, manufacturing operations by
the end of calendar 2005 and restructure its distribution network. Upon full
implementation of these plans, the Company would expect a net reduction of
approximately 200 employees. The revision to the distribution network will
include a transition to full service mixing centers located in the eastern,
southern, and western regions of the country. These centers will distribute all
of the Company's major domestic brands, including those acquired as part of the
Multifoods acquisition. The Company will continue to operate its distribution
center located at its Salinas location until the manufacturing operation is
closed down next year.

The Company expects to record restructuring charges of approximately $15 million
related to these SCOP initiatives, of which approximately $6 million will be
recorded in fiscal 2005 with

<PAGE>

the balance in fiscal 2006. Included in the restructuring charges are
approximately $13 million of cash outlays which relate primarily to severance
costs and equipment relocation expenses.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits

      Exhibit            Exhibit
      Number             Description
      ------             -----------
       99.1              Press Release, dated November 29, 2004

<PAGE>

                                    SIGNATURE

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

                                      THE J. M. SMUCKER COMPANY

                                      By: /s/ Richard K. Smucker
                                          --------------------------------------
                                          Richard K. Smucker
                                          President, Co-Chief Executive Officer,
                                          and Chief Financial Officer

Date: December 2, 2004

<PAGE>

                                  EXHIBIT INDEX

          Exhibit            Exhibit
          Number             Description
          ------             -----------
           99.1              Press Release, dated November 29, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e19869ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

             The J. M. Smucker Company Announces Strategic Actions

                       Selling U.S. Industrial Business

       Closing of Salinas, California, Facility by End of Calendar 2005

                Restructuring of U.S. Distribution Operations


    ORRVILLE, Ohio, Nov. 29 /PRNewswire-FirstCall/ -- The J. M. Smucker
Company (NYSE: SJM) today announced several actions to refine its portfolio
and improve its cost base as well as service levels in support of its long-
term strategy.

    The Company's strategy is to own and market leading North American icon
brands sold in the center of the store.  In support of this strategy, through
its Supply Chain Optimization Project (SCOP), the Company continues to
optimize its production capacity, improve productivity and operating
efficiencies as well as lower its overall cost base and improve its services.
As a result, the Company has announced its intent to sell its U.S. industrial
business, discontinue operations at its Salinas, California, facility and
restructure its U.S. distribution operations.


    Refine Strategic Focus:  Sale of Industrial Business

    Over the past two years, the Company has continuously acted to improve the
margins of its industrial business by exiting low margin contracts in excess
of $50 million. Though margins have improved, the Company has decided to sell
its U.S. industrial business in support of its branded strategy. The Company
has entered into an agreement to sell its industrial bakery ingredients
business, located in Orrville, Ohio, to Baldwin Richardson Foods Co., a
privately owned food company located in Chicago, Illinois.  The sale is
expected to close by the end of calendar year 2004.  The Company will continue
production of industrial bakery ingredients for Baldwin Richardson through
September 2005.

    The Company has also entered into a separate letter of intent to sell its
dairy ingredients business, manufactured in both Oxnard, California, as well
as Orrville, Ohio, to Sabroso Company, a privately owned producer and
distributor of fruit products headquartered in Medford, Oregon.  The sale is
expected to close by the end of the Company's fiscal 2005 third quarter.
Smucker will continue to operate the Oxnard plant as a fruit processing
facility.

    The industrial businesses will continue to be reported in continuing
operations through their divestiture period.  The net impact on fiscal 2005
earnings is not anticipated to be material. Industrial sales planned for 2005
are approximately $60 million.


    Further SCOP Initiatives:  Closing of Salinas, California, Facility and
Restructuring of Distribution Operations

    The Company's SCOP initiative is an ongoing project that supports its
branded product strategy with the goal of providing the lowest delivered costs
to its customers.  In support of this program, the Company has announced plans
to discontinue operations and close its Salinas, California, facility and
redistribute the production to the Orrville, Ohio, and Memphis, Tennessee,
facilities.  The Company expects to close the plant by the end of calendar
year 2005.  In addition, as part of an ongoing focus on efficiency, the
Company will revise its distribution network to better meet the needs of its
consumers and customers.

    Reflecting on today's announcement, Tim Smucker, chairman and co-chief
executive officer, commented, "In following our Basic Beliefs, we are
committed to being fair in assisting each employee affected by these
decisions.  We will strive to make an orderly transition over the next 12
months, as we continue to implement our strategy.  While these are difficult
decisions, we believe they are important in positioning the Company for future
growth."

    As a result of the announced actions, the Company expects to record
additional restructuring charges of approximately $15 million, of which an
estimated $6 million will be recorded in the current fiscal year and the
remainder in fiscal 2006. Included in the restructuring charges are cash
outlays of approximately $13 million that relate primarily to severance-
related costs and equipment relocation expenses. The Company estimates that
the annual pretax benefit from the restructuring will be approximately
$4 million to $6 million upon full implementation.  At least one-third of that
amount is expected to be realized in fiscal 2006 and the full amount should
begin to be realized in fiscal 2007. These benefits represent a combination of
a reduction in overhead related to the closed facilities and a reduction in
overall delivered costs.


    About 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, peanut butter, shortening and
oils, ice cream toppings, and health and natural foods beverages in North
America under such icon brands as Smucker's(R), Jif(R), and Crisco(R).  In
June 2004, the Company expanded its family of products to include such brands
as Pillsbury(R) baking mixes and ready-to-spread frostings; Hungry Jack(R)
pancake mixes, syrups and potato side dishes, and Martha White(R) baking mixes
and ingredients in the U.S., along with Robin Hood(R) flour and baking mixes,
and Bick's(R) pickles and condiments in Canada. For over 107 years, The J. M.
Smucker Company has been headquartered in Orrville, Ohio, and has been family
run for four generations. The J. M. Smucker Company was recognized as the top
company in FORTUNE Magazine's 2003 annual survey of The 100 Best Companies to
Work For and has ranked consistently in the top 25 companies each year since
FORTUNE began the list in 1998.  The J. M. Smucker Company has over 4,500
employees worldwide and distributes products in more than 45 countries.


    The J. M. Smucker Company Forward-Looking Language

    This press release contains forward-looking statements, including
statements regarding estimates of future earnings and cash flows that are
subject to risks and uncertainties that could cause actual results to differ
materially.  Uncertainties that could affect actual results include, but are
not limited to, the timing of the close of the proposed sale of the industrial
businesses, the timing and costs associated with both the closing of the
Salinas, California, facility as well as the restructuring of the distribution
network, the realization of expected savings, 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 the
respective reports filed by the Company with the Securities and Exchange
Commission, including Forms 10-Q, 10-K, and 8-K.



SOURCE  J. M. Smucker Company
    -0-                             11/29/2004
    /CONTACT:  Investors, Mark R. Belgya, Vice President and Treasurer, or
Media, Maribeth Badertscher, Manager, Corporate Communications, both of The J.
M. Smucker Company, +1-330-682-3000/
    /Web site:  http://www.smuckers.com /
    (SJM)

CO:  J. M. Smucker Company; Baldwin Richardson Foods Co.; Sabroso Company
ST:  Ohio
IN:  FOD REA
SU:  TNM

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