SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 12, 2002
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HERSHEY FOODS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-183 23-0691590
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 Crystal A Drive, Hershey, Pennsylvania 17033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
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Page 1 of 3 Pages
Exhibit Index - Page 3
INFORMATION TO BE INCLUDED IN REPORT
Item 9. Regulation FD Disclosure
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On December 12, 2002, Hershey Foods Corporation (the "Corporation") announced
that its Board of Directors has approved an authorization to acquire, from time
to time in open market or through privately negotiated transactions, up to $500
million of its Common Stock; that the authorization is expected to be completed
within approximately 12 months, subject to trading liquidity; that the
authorization will be funded through free cash flow and commercial paper; and
that shares of Common Stock acquired by the Company pursuant to the
authorization will be held as Treasury shares.
The Corporation also announced that it has contributed $150 million from free
cash flow to its domestic pension plans in order to improve the funded status of
the plans in view of the weak stock market performance this year.
A copy of the Company's press release announcing these actions is furnished
herewith as Exhibit 99.
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: December 12, 2002
HERSHEY FOODS CORPORATION
By /s/ Frank Cerminara
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Frank Cerminara
Senior Vice President, Chief Financial Officer
Page 2 of 3 Pages
Exhibit Index - Page 3
Exhibit Index
Exhibit No. Description
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99 Hershey Foods Corporation Press Release dated
December 12, 2002
Page 3 of 3 Pages
Exhibit Index - Page 3
Exhibit 99
HERSHEY FOODS ANNOUNCES
SHARE REPURCHASE PROGRAM
AND ADDITIONAL PENSION FUNDING
HERSHEY, Pa., December 12, 2002 - Hershey Foods Corporation (NYSE:HSY) today
announced that the Board of Directors has approved an authorization to acquire,
from time to time in open market or through privately negotiated transactions,
up to $500 million of its Common Stock. This authorization, which follows a
series of previous share repurchase programs dating from mid-1993, is expected
to be completed within approximately 12 months, subject to trading liquidity. It
will be funded through free cash flow and commercial paper. The shares of Common
Stock acquired by the Company will be held as Treasury shares.
In a separate action, the Company has contributed $150 million to its domestic
pension plans in order to improve the funded status of the plans in view of the
weak stock market performance this year. This contribution was made from free
cash flow.
"The share repurchase authorization and the additional funding for our pension
plans are indicative of the Company's strong free cash flow capabilities," said
Richard H. Lenny, Chairman, President and Chief Executive Officer. "The share
repurchase program underscores Hershey's continued commitment to building
shareholder value. The pension contribution helps ensure the wellbeing of our
employees through the appropriate funding of their pension plans."
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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Financial Contact: Jim Edris (717)534-7556
Media Contact: Christine Dugan (717)508-3238