SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
Amendment No. 2 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE J. M. SMUCKER COMPANY
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0538550
------------------------------------------- -----------------
(State of Incorporation or Organization) (IRS Employer
Identification no.)
Strawberry Lane, Orrville, Ohio 44667
------------------------------------------- -----------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [X] please check the following box.
Securities Act registration statement file number to which this form relates
________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Rights to Purchase Preferred Shares New York Stock Exchange
----------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
--------------------------------------------------------------------
Title of class
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
------------------------------------------
Effective as of October 9, 2001, the Amended and Restated Rights Agreement,
dated as of August 28, 2000 (the "Rights Agreement"), between The J. M. Smucker
Company, an Ohio corporation (the "Company"), and Computershare Investors
Services, LLC, as rights agent (the "Rights Agent"), was amended. The
amendment made the provisions of the Rights Agreement inapplicable to the
transactions contemplated by the Shareholders Agreement and Irrevocable Proxy,
dated as of October 9, 2001, by and among The Procter & Gamble Company, an
Ohio corporation, and those certain shareholders of the Company set forth on
the signature pages thereto.
The foregoing summary description of the amendment is qualified in its
entirety by reference to the full text of the amendment, a copy of which has
been filed as an exhibit hereto and incorporated herein by reference. Copies of
the Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
------ -------
4.1 Amendment No. 1, dated as of October 9, 2001,
to the Amended and Restated Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE J. M. SMUCKER COMPANY
By: /s/ Steven J. Ellcessor
-------------------------------
Name: Steven J. Ellcessor
Title: Vice President--
Finance and Administration,
Secretary and
General Counsel
Dated: October 22, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
4.1 Amendment No. 1, dated as of October 9, 2001, to the Amended
and Restated Rights Agreement.