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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 8, 1997 ----------------------- 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 --------------- 1 Page 1 of 3 Exhibit Index - Page 3 INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events ------------- On August 8, 1997, Hershey Foods Corporation (the "Corporation") announced that it had purchased 9,900,990 shares of its Common Stock from Hershey Trust Company, as Trustee under the deed of trust with Milton S. Hershey and Catherine S. Hershey for benefit of Milton Hershey School. The Corporation paid $50.50 per share, or approximately $500 million for the shares. A copy of the press release dated August 8, 1997 announcing the transaction is incorporated herein by reference and a copy is filed 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. Dated: August 12, 1997 HERSHEY FOODS CORPORATION By /s/ William F. Christ ----------------------- William F. Christ Senior Vice President, Chief Financial Officer and Treasurer Page 2 of 3 Exhibit Index - Page 3 Exhibit Index Exhibit No. Description Page No. 99 Press Release dated August 8, 1997 Page 3 of 3 Exhibit Index - Page 3
August 8, 1997
The following information was released to the news media today.
Hershey Foods Purchases Common Stock
Hershey, Pa. - Hershey Foods Corporation announced that it has purchased today
9,900,990 shares of its Common Stock from Hershey Trust Company, as Trustee of
the Milton Hershey School Trust. The corporation paid $50.50 per share, or
approximately $500 million for the shares.
Hershey Trust Company, as Trustee of the Milton Hershey School Trust, has
advised the corporation that it intends to retain voting control of the
corporation, which the School Trust has held since 1918, and that it has sold
the shares to diversify the School Trust's investment holdings. The Hershey
Trust Company as fiduciary for the School Trust has also advised the corporation
that it will continue to review the School Trust's holdings and undertake
further diversification as it deems appropriate, although it has no present
intention of selling additional shares.
Hershey Trust Company, as Trustee for the School Trust, had 76.5 percent of
the voting power of both classes of the corporation's common stock prior to the
transaction and has 76.0 percent following the transaction. It continues to hold
99.5 percent of all Class B Common Stock shares outstanding, which carry 10
votes per share.
Milton Hershey School, located in Hershey, Pennsylvania, is a private,
non-profit boarding school for needy children. The School currently cares for
over 1,000 boys and girls in grades kindergarten through twelve. The full cost
of education and care for the students at the School is paid from income of the
Trust created by Milton S. and Catherine S. Hershey in 1909.
"This transaction represents an excellent opportunity to invest our free
cash flow," said Kenneth L. Wolfe, Chairman and Chief Executive Officer. "Even
with this repurchase, our financial flexibility to invest in our businesses and
in continued future additional open market stock repurchase programs, as well as
increased dividends, remains strong."
Hershey Foods Corporation is a leading producer of a broad line of
chocolate, confectionery, pasta and chocolate grocery products.
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