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UNITED
STATES
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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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March
24,
2008
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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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INFORMATION
TO BE INCLUDED IN REPORT
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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25.1
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Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S.
Bank National Association.*
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______________
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*
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Filed
herewith as Exhibit 25.1 is the Statement of Eligibility on Form T-1 under
the Trust Indenture Act of 1939, as amended, of U.S. Bank National
Association as successor trustee under the Indenture, dated as of
September 16, 2005, between the Registrant and CITIBANK, N.A., as trustee,
with respect to the Registrant’s debt securities (previously filed as
Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3
(Registration No. 333-128375)).
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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: March
24, 2008
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THE
HERSHEY COMPANY
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By:
/s/
Burton H.
Snyder
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Burton
H. Snyder
Senior
Vice President,
General
Counsel and Secretary
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EXHIBIT
INDEX
Exhibit
No. Exhibit
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25.1
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Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S.
Bank National
Association.
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Exhibit 25.1
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________________
FORM
T-1
STATEMENT
OF ELIGIBILITY UNDER
THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION
DESIGNATED TO ACT AS TRUSTEE
Check if
an Application to Determine Eligibility of
a Trustee
Pursuant to Section 305(b)(2)
_______________________________________________________
U.S.
BANK NATIONAL ASSOCIATION
(Exact
name of Trustee as specified in its charter)
31-0841368
I.R.S.
Employer Identification No.
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800
Nicollet Mall
Minneapolis,
Minnesota
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55402
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(Address
of principal executive offices)
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(Zip
Code)
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Ralph E.
Jones
U.S. Bank
National Association
Two
Liberty Place, 50 S. 16th
Street
Philadelphia,
PA 19102
(215)
761-9314
(Name,
address and telephone number of agent for service)
The
Hershey Company
(Issuer
with respect to the Securities)
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Delaware
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23-0691590
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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100
Crystal A Drive
Hershey,
PA
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17033
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(Address of Principal Executive Offices)
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(Zip
Code)
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Debt
Securities
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FORM T-1
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Item
1. GENERAL INFORMATION. Furnish
the following information as to the
Trustee.
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a)
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Name and address of
each examining or supervising authority to which it is
subject.
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Comptroller of the Currency
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Washington, D.C.
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b) Whether it is authorized to exercise
corporate trust powers.
Yes
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Item
2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate
of the Trustee, describe each such
affiliation.
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None
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Items
3-15
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Items 3-15 are not applicable
because to the best of the Trustee's knowledge, the obligor is not in
default under any Indenture for which the Trustee acts as
Trustee.
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Item
16. LIST OF EXHIBITS: List below all exhibits filed
as a part of this statement of eligibility and
qualification.
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1. A
copy of the Articles of Association of the
Trustee.*
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2. A
copy of the certificate of authority of the Trustee to commence
business.*
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3. A
copy of the certificate of authority of the Trustee to exercise corporate
trust powers.*
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4. A
copy of the existing bylaws of the
Trustee.**
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5. A
copy of each Indenture referred to in Item 4. Not
applicable.
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6. The
consent of the Trustee required by Section 321(b) of the Trust Indenture
Act of 1939, attached as Exhibit 6.
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7. Report
of Condition of the Trustee as of December 31, 2007 published pursuant to
law or the requirements of its supervising or examining authority,
attached as Exhibit 7.
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*
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to
registration statement on S-4, Registration Number 333-128217 filed on
November 15, 2005.
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**
Incorporated by reference to Exhibit 25.1 to registration statement on
S-4, Registration Number 333-145601 filed on August 21,
2007.
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SIGNATURE
Pursuant to the requirements of the
Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Philadelphia, State of
Pennsylvania on the 24th day of
March, 2008
By: /s/
Ralph E. Jones
Ralph E. Jones
Vice
President
By: /s/
Constantine
Hromych
Constantine Hromych
Vice
President
Exhibit
6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION
hereby consents that reports of examination of the undersigned by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon its request
therefor.
Dated: March
24, 2008
By: /s/
Ralph E. Jones
Ralph E. Jones
Vice
President
By: /s/
Constantine
Hromych
Constantine Hromych
Vice
President
Exhibit 7
U.S.
Bank National Association
Statement
of Financial Condition
As of
12/31/2007
($000’s)
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12/31/2007
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Assets
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||||
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Cash
and Balances Due From Depository Institutions
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$ | 9,024,655 | ||
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Securities
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39,255,677 | |||
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Federal
Funds
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4,047,600 | |||
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Loans
& Lease Financing Receivables
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152,471,755 | |||
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Fixed
Assets
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2,646,126 | |||
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Intangible
Assets
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11,878,619 | |||
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Other
Assets
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13,435,071 | |||
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Total
Assets
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$ | 232,759,503 | ||
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Liabilities
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||||
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Deposits
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$ | 138,532,653 | ||
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Fed
Funds
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13,357,453 | |||
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Treasury
Demand Notes
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0 | |||
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Trading
Liabilities
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441,993 | |||
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Other
Borrowed Money
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42,507,172 | |||
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Acceptances
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0 | |||
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Subordinated
Notes and Debentures
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7,697,466 | |||
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Other
Liabilities
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7,475,923 | |||
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Total
Liabilities
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$ | 210,012,660 | ||
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Equity
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Minority
Interest in Subsidiaries
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$ | 1,546,263 | ||
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Common
and Preferred Stock
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18,200 | |||
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Surplus
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12,057,586 | |||
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Undivided
Profits
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9,124,794 | |||
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Total
Equity Capital
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$ | 22,746,843 | ||
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Total
Liabilities and Equity Capital
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$ | 232,759,503 | ||
_________________________________________________________________
To the
best of the undersigned’s determination, as of the date hereof, the above
financial information is true and correct.
U.S.
Bank National Association
By: /s/
Ralph E. Jones
Vice
President
Date: March
24, 2008