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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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______________________________
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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September
14 ,
2006
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Crystal A Drive, Hershey, Pennsylvania
17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-4200
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Page
1 of 4 Pages
Exhibit
Index - Page 4
INFORMATION
TO BE INCLUDED IN REPORT
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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On
March
15, 2006, The Hershey Company (the “Company”) filed a Current Report on
Form 8-K (the “March 15, 2006 Form 8-K”) announcing that it had entered
into a short - term credit agreement (the “Short -Term Credit Agreement”)
with the banks, financial institutions and other institutional lenders listed
on
the signature pages thereof (collectively the “New Facility Lenders”), Citibank,
N.A., as administrative agent for the New Facility Lenders, Bank of America,
N.A., as syndication agent, UBS Loan Finance LLC, as documentation agent, and
Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint
lead
arrangers and joint book managers. The Short -Term Credit Agreement established
an unsecured revolving credit facility under which the Company could borrow
up
to $400 million. The Short -Term Credit Agreement was filed as Exhibit 10.1
to
the March 15, 2006 Form 8-K and is incorporated herein by reference. The
term of the Short -Term Credit Agreement is scheduled to expire on September
15,
2006.
On
September 14, 2006, the Company entered into a Letter Amendment with the New
Facility Lenders and Citibank, N.A., as agent for the New Facility Lenders
(the
“Letter Amendment”). The Letter Amendment amends the Short -Term Credit Facility
to: (1) extend the term of the Short -Term Credit Facility through and including
December 1, 2006, and (2) reduce the total credit limit available under the
Short -Term Credit Facility from $400 million to $200 million. All of the other
terms and conditions of the Short -Term Credit Facility remain the same. A
copy
of the Letter Amendment is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
The
Company also maintains a five year credit agreement (the “Five Year Credit
Agreement”) with banks, financial institutions and other institutional lenders
(collectively the “Lenders”) more fully described in the Company’s Current
Report on Form 8-K, filed November 16, 2004. The Five Year Credit Agreement
established an unsecured revolving credit facility under which the Company
may
borrow up to $900 million with the option to increase borrowings by an
additional $600 million with the concurrence of the Lenders. Funds borrowed
under the Five Year Credit Agreement may be used for general corporate purposes,
including commercial paper backstop.
The
foregoing descriptions of the Short-Term Credit Agreement, the Letter Amendment
and the Five Year Credit Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of those
documents.
In
the
ordinary course of their respective businesses, the New Facility Lenders and
certain of the Lenders and their respective affiliates have engaged, and may
in
the future engage, in commercial banking and/or investment banking transactions
with the Company and its affiliates for which they have in the past received,
and may in the future receive, customary fees. The New Facility Lenders are
Lenders under the Five Year Credit Agreement along with six other banking
institutions. Citibank, N.A. is Trustee, and affiliates of Bank of America
N.A.
and UBS Loan Finance LLC were underwriters of, the Company’s offering in August
2006 of $250 million 5.300% Notes due September 1, 2011 and $250 million 5.450%
Notes due September 1, 2016.
Page
2 of 4 Pages
Exhibit
Index - Page 4
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits
10.1
Letter
Amendment
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:
September 15, 2006
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THE
HERSHEY COMPANY
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By:
/s/
David J. West
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David
J. West
Senior
Vice President,
Chief
Financial Officer
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Page
3 of 4 Pages
Exhibit
Index - Page 4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Letter
Amendment
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Page
4 of 4 Pages
Exhibit
Index - Page 4
Exhibit
10.1
EXECUTION
COPY
LETTER
AMENDMENT
Dated
as
of September 14, 2006
To
the
banks, financial institutions
and
other
institutional lenders
(collectively,
the “Lenders”)
parties
to
the
Credit Agreement referred to
below
and
to Citibank, N.A., as agent
(the
“Agent”)
for
the Lenders
Ladies
and Gentlemen:
We
refer
to the Credit Agreement dated as of March 13, 2006 (the “Credit
Agreement”)
among
the undersigned and you. Capitalized terms not otherwise defined in this Letter
Amendment have the same meanings as specified in the Credit
Agreement.
It
is
hereby agreed by you and us that the Credit Agreement is, effective as of the
date of this Letter Amendment, hereby amended as follows:
(a) The
definition of Termination Date in Section 1.01 is amended by deleting the date
“September 15, 2006” and substituting therefor the date “December 1,
2006”.
(b) Schedule
I is amended in full to read as set forth as Annex A to this Letter
Amendment.
The
Company hereby certifies that, as of the date of this Letter Amendment, the
representations and warranties contained in Section 4.01 of the Credit Agreement
are correct on and as of such date and no event has occurred and is continuing
that constitutes a Default.
This
Letter Amendment shall become effective as of the date first above written
when,
and only when, on or before September 15, 2006, the Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and all of
the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that
such
Lender has executed this Letter Amendment. This Letter Amendment is subject
to
the provisions of Section 9.01 of the Credit Agreement.
On
and
after the effectiveness of this Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof ” or words
of like
import referring to the Credit Agreement, and each reference in the Notes to
“the Credit Agreement”, “thereunder”, “thereof ” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.
The
Credit Agreement and the Notes, as specifically amended by this Letter
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or
the
Agent under the Credit Agreement, nor constitute a waiver of any provision
of
the Credit Agreement.
2
If
you
agree to the terms and provisions hereof, please evidence such agreement
by
executing and returning at least two counterparts of this Letter Amendment
to
Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York New
York 10022.
This
Letter Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature
page
to this Letter Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Letter Amendment.
This
Letter Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
Very
truly yours,
THE
HERSHEY COMPANY
By:
/s/
David J. West
Name:
David J. West
Title: Senior Vice President, Chief Financial Officer
By:
/s/
Rosa C. Stroh
Name:
Rosa C. Stroh
Title:
Vice President and Treasurer
Agreed
as
of the date first above written:
CITIBANK,
N.A.,
as
Agent
and as Lender
By
/s/ Anish M. Shah
Title:
Vice President
BANK
OF
AMERICA, N.A.
By
/s/ J. Casy Cosgrove
Title: Vice President
UBS
LOAN
FINANCE LLC
By
/s/ Richard L. Tavrow
Title: Director
By
/s/ Irja R. Otsa
Title: Associate Director
ANNEX
A
to Letter Amendment
SCHEDULE
I TO THE AMENDMENT AND RESTATEMENT
COMMITMENTS
AND APPLICABLE LENDING OFFICES
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Name
of Initial
Lender
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Commitment
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Domestic
Lending Office
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Eurodollar
Lending Office
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Bank
of America,
N.A.
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$66,666,666.50
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901
Main Street, 14th
Floor
Dallas,
TX 75202
Attn:
Annette
Hunt
T:
(214) 209-4108
F:
(214) 290-8378
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901
Main Street, 14th
Floor
Dallas,
TX 75202
Attn:
Annette
Hunt
T:
(214) 209-4108
F:
(214) 290-8378
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Citibank,
N.A.
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$66,666,667.00
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Two
Penns Way
New
Castle, DE 19720
Attn:
Bank Loan
Syndications
T:
(302) 894-6029
F:
(212) 994-0961
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Two
Penns Way
New
Castle, DE 19720
Attn:
Bank Loan
Syndications
T:
(302) 894-6029
F:
(212) 994-0961
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UBS
Loan Finance
LLC
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$66,666,666.50
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677
Washington Blvd.
Stamford,
CT 06901
Attn:
Safraz Hassan
T:
(203) 719-3143
F:
(203) 719-3888
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677
Washington Blvd.
Stamford,
CT 06901
Attn:
Safraz Hassan
T:
(203) 719-3143
F:
(203) 719-3888
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TOTAL
OF
$200,000,000
COMMITMENTS