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): August 13, 2002
----------------------------
HERSHEY FOODS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-183 23-0691590
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 Crystal A Drive, Hershey, Pennsylvania 17033
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
---------------------------
Page 1 of 3 Pages
Exhibit Index - Page 3
INFORMATION TO BE INCLUDED IN REPORT
The information in this Current Report on Form 8-K, including the
exhibits, is furnished pursuant to Item 9 and shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities under that Section. Furthermore, the information in
this Current Report on Form 8-K, including the exhibits, shall not be deemed to
be incorporated by reference into the filings of Hershey Foods Corporation under
the Securities Act of 1933.
Item 9. REGULATION FD DISCLOSURE
------------------------
On August 13, 2002, Richard H. Lenny, Chief Executive Officer of
Hershey Foods Corporation (the "Corporation") and Frank Cerminara, Chief
Financial Officer of the Corporation, each filed with the Securities and
Exchange Commission (the "Commission") a sworn statement pursuant to the
Commission's order under Section 21(a) (1) of the Securities Exchange Act of
1934 No. 4-460. Copies of the statements are included in this Form 8-K as
Exhibits 99.01 and 99.02.
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, thereunto duly authorized.
Date: August 13, 2002
HERSHEY FOODS CORPORATION
By /s/ Frank Cerminara
-------------------------------------
Frank Cerminara
Senior Vice President, Chief Financial
Officer
Page 2 of 3 Pages
Exhibit Index - Page 3
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
99.01 Statement of Richard H. Lenny, Chief Executive Officer of
Hershey Foods Corporation, dated August 12, 2002, pursuant to
the Securities and Exchange Commission's order requiring the
filing of sworn statements under Section 21(a) (1) of the
Securities Exchange Act of 1934 No. 4-460.
99.02 Statement of Frank Cerminara, Chief Financial Officer of
Hershey Foods Corporation, dated August 12, 2002, pursuant to
the Securities and Exchange Commission's order requiring the
filing of sworn statements under Section 21(a) (1) of the
Securities Exchange Act of 1934 No. 4-460.
Page 3 of 3 Pages
Exhibit Index - Page 3
Exhibit 99.01
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Richard H. Lenny, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Hershey Foods Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with Hershey Foods
Corporation's Audit Committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
o the 2001 Annual Report on Form 10-K of Hershey Foods Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Hershey Foods Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Richard H. Lenny Subscribed and sworn to before me
- ---------------------- this 12th day of August, 2002.
Richard H. Lenny ------ ---------
Date: August 12, 2002 /s/ Walter Free Jr.
--------------- -------------------------
Notary Public
Walter Free Jr.
Notary Public, State of New York
No. 01FR6014516
Qualified in Kings County
My commission expires: October 13, 2006
Exhibit 99.02
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Frank Cerminara, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Hershey Foods Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy
materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary
to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with Hershey Foods
Corporation's Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o the 2001 Annual Report on Form 10-K of Hershey Foods Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Hershey Foods Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Frank Cerminara Subscribed and sworn to before me
- -------------------- this 12th day of August, 2002.
Frank Cerminara ---- --------
Date: August 12, 2002 /s/ Walter Free Jr.
--------------- ------------------------
Notary Public
Walter Free Jr.
Notary Public, State of New York
No. 01FR6014516
Qualified in Kings County
My commission expires: October 13, 2006