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) August 8, 2002
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HERSHEY FOODS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-183 23-0691590
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(Commission File Number) (IRS Employer Identification No.)
100 Crystal A Drive, Hershey, PA 17033
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(Address of Principal Executive Offices) (Zip Code)
(717) 534-6799
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
The following exhibit is furnished under Item 9 as part of
this Current Report on Form 8-K:
99 Press Release of August 8, 2002.
Item 9. Regulation FD Disclosure.
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Hershey Foods Corporation issued a press release on August 8,
2002 recommending that its stockholders reject an unsolicited, below-market mini
tender offer made by TRC Capital Corporation for up to 1.64% of Hershey Foods
Corporation's outstanding shares. A copy of the press release is furnished
herewith as Exhibit 99 and is incorporated by reference herein.
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.
HERSHEY FOODS CORPORATION
Dated: August 8, 2002 By: /s/ Burton H. Snyder
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Name: Burton H. Snyder
Title: Senior Vice President,
General Counsel & Secretary
INDEX TO EXHIBITS
Exhibit No. Exhibit
99 Press Release of August 8, 2002.
EXHIBIT 99
Hershey Foods Contact:
Christine M. Dugan (717) 534-7631
Hershey Foods Corporation Does Not Endorse Mini-Tender Offer
HERSHEY, Pa, August 8, 2002 - Hershey Foods Corporation (NYSE:HSY) today
announced that it received notification that TRC Capital Corporation commenced
an unsolicited mini-tender offer to purchase up to 1,750,000 common shares, or
approximately 1.64% of Hershey's outstanding common shares, at a price of $70.25
per share. Hershey cautions stockholders that the offer is being made at a
discount to the closing price of $71.89 per share for the company's shares on
the day before Hershey was informed of the offer and to today's closing price of
$74.09.
Hershey wishes to inform its stockholders that it strongly recommends rejection
of this unsolicited offer and that the company is in no way associated with TRC
Capital.
Stockholders also are advised that TRC Capital does not currently have the
financial resources to complete the offer which is conditioned, among other
things, on receipt by TRC Capital of such financing and that TRC Capital has
reserved the right to withdraw its offer at any time, at its sole discretion.
"Mini tender" offers seek less than 5% of a company's stock, thereby avoiding
many disclosure and procedural requirements of the Securities and Exchange
Commission. The SEC has issued an investor alert regarding "mini tender" offers
on its website at www.sec.gov/investor/pubs/minitend.htm. The SEC has said that
mini-tender offers "have been increasingly used to catch investors off guard"
and that investors "may end up selling their securities at below-market prices."
Stockholders are advised to consult with their investment advisors and to
exercise caution with respect to this offer.
Safe Harbor Statement
This release contains statements which are forward-looking. These statements are
made based upon current expectations which are subject to risk and uncertainty.
Actual results may differ materially from those contained in the forward-looking
statements. Factors which could cause results to differ materially include, but
are not limited to: changes in the confectionery and grocery business
environment, including actions of competitors and changes in consumer
preferences; changes in governmental laws and regulations including taxes;
market demand for new and existing products; changes in raw material and other
costs; the Company's ability to implement improvements and to reduce costs
associated with the Company's distribution operations; pension cost factors,
such as actuarial assumptions and employee retirement decisions; and the
Company's ability to sell certain assets at targeted values, as discussed in the
Company's annual report on Form 10-K for 2001.
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