SMUCKER J M CO 8-K 2015
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2015
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Its Charter)
Registrants Telephone Number, Including Area Code: (330) 682-3000
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:
As previously disclosed, on March 23, 2015, The J. M. Smucker Company (the Company) completed its acquisition of Big Heart Pet Brands (the Big Heart Acquisition) pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated February 3, 2015, by and among Blue Acquisition Group, Inc., a Delaware corporation (BAG) and the parent company of Big Heart Pet Brands, SPF Holdings I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, SPF Holdings II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and for the limited purposes set forth in the Merger Agreement, Blue Holdings I, L.P., the controlling stockholder of BAG. The Company is disclosing certain updated pro forma financial information with respect to the transaction in this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as expect, anticipate, believe, intend, will, plan, and similar phrases.
Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, those set forth under the caption Risk Factors in our Annual Report on Form 10-K, as well as the following:
Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Current Report on Form 8-K. The Company does not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Statement of Income for the Fiscal Year Ended April 30, 2015 is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(c) Shell Company Transactions.
(d) Exhibits. The following exhibits are provided as part of this Form 8-K:
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 thereunto duly authorized.