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): February 25, 1999
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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 5. Other Events
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On February 25, 1999, the Corporation announced that it has purchased $100
million of its Common Stock from the Hershey Trust Company, as Trustee of the
Milton Hershey School Trust. The Corporation bought 1,579,779 shares at $63.30
per share, the then current market price of the Common Stock. The $100 million
repurchase is part of the Corporation's ongoing $230 million Common Stock
repurchase program announced in early February, 1999. A copy of the press
release dated February 25, 1999 announcing the stock repurchase 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: March 2, 1999
HERSHEY FOODS CORPORATION
By /s/ William F. Christ
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William F. Christ
Senior Vice President, Treasurer and
Chief Financial Officer
Page 2 of 3 Pages
Exhibit Index - Page 3
Exhibit Index
Exhibit No. Description
99 Press Release dated February 25, 1999
Page 3 of 3 Pages
Exhibit Index - Page 3
EXHIBIT 99
[LOGO OF HERSHEY FOODS APPEARS HERE] Hershey Foods NEWS Corporate Communications
- - Hershey Foods Corporation - 100 Crystal A Drive -
Hershey, PA 17033
E-mail: pr@hersheys.com - http://www.hersheys.com
FOR IMMEDIATE RELEASE CONTACT:
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February 25, 1999 John C. Long
717-534-7631
FINANCIAL CONTACT:
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James A. Edris
717-534-7556
HERSHEY FOODS PURCHASES COMMON STOCK
HERSHEY, Pa. -- Hershey Foods Corporation announced that it has purchased $100
million of its Common Stock from Hershey Trust Company, as Trustee of the Milton
Hershey School Trust. The corporation bought 1,579,779 shares at $63.30 per
share, the current market price of the Common Stock. The $100 million repurchase
is part of the corporation's ongoing $230 million Common Stock repurchase
program announced in early February 1999.
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.
Hershey Trust Company, as Trustee for the School Trust, will continue to
have approximately 76 percent of the voting power of the outstanding shares of
both classes of the corporation's common stock 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, Pa., 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 Catharine S. Hershey in 1909.
"This transaction represents an excellent opportunity to invest some of the
net proceeds from the recently completed sale of our pasta business," said
Kenneth L. Wolfe, Chairman and Chief Executive Officer. "We will be continuing
to repurchase additional shares under the remaining $130 million authorization
in the open market or other privately-negotiated transactions."
Hershey Foods Corporation, the leading confectionery company in the United
States, is engaged in the manufacture, distribution and sale of chocolate and
non-chocolate confectionery and chocolate-related grocery products in North
America and in selected international markets.
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