UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Hershey Foods Corporation
(Name of Issuer)
Common Stock, one dollar ($1.00) par value
(Title of Class of Securities)
427866 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95) Page 1 of 5 pages
CUSIP No. 427866 10 8 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hershey Trust Company
FIN 23-0692150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 5 SOLE VOTING POWER
SHARES 12,749,458 Common Stock plus
BENEFICIALLY 30,306,006 shares of Class B Common
OWNED BY Stock ($1.00 par value) convertible share
EACH for share into Common Stock for a total of
REPORTING 43,055,464
PERSON
WITH 6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
472,787
8 SHARED DISPOSITIVE POWER
12,276,671 Common Stock plus 30,306,006
shares of Class B Common Stock ($1.00
par value) convertible share for share
into Common Stock for a total of
42,582,677
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,749,458 Common Stock plus 30,306,006 shares Class B Common Stock ($1.00
par value) convertible share for share into Common Stock for a total of
43,055,464
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.1% (12,749,458 of 105,205,164 outstanding)
31.7% (43,055,464 of 135,638,972 outstanding pursuant to Rule
13d-3(d)(1))
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Hershey Foods Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 810, Hershey, Pennsylvania 17033
Item 2(a) Name of Person Filing:
Hershey Trust Company
Item 2(b) Address of Principal Business Office, or, if none, Residence:
100 Mansion Road East, P.O. Box 445, Hershey,
Pennsylvania 17033
Item 2(c) Citizenship:
Pennsylvania Trust Company
Item 2(d) Title of Class Securities:
Common Stock, one dollar ($1.00) par value
Item 2(e) CUSIP Number:
427866 10 8
Item 3.
Not applicable. The original statement was filed pursuant to Rule
13d-1(c).
Item 4. Ownership:
The following information is provided as of December 31, 2001:
(a) Amount Beneficially Owned: 12,749,458 plus
30,306,006 shares of Class B common Stock ($1.00
par value) convertible share for share into Common
Stock for a total of 43,055,464
(b) Percent of Class: 12.1% (12,749,458 of 105,205,164
outstanding); 31.7% (43,055,464 of 135,638,972
outstanding pursuant to Rule 13d-3(d)(1))
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
12,749,458 plus 30,306,006 shares of Class B
Common Stock ($1.00 par value) convertible
share for share into Common stock for a total of
43,055,464
Page 4 of 5 Pages
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the disposition of:
472,787
(iv) shared power to dispose or to direct the disposition
of:
12,276,671 plus 30,306,006 shares of Class B Common
Stock ($1.00 par value) convertible share for share
into Common Stock for a total of 42,582,677
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Of the 43,055,464 shares (12,749,458 common shares and 30,306,006 Class B
shares) listed in response to Item 4(a), Hershey Trust Company holds
42,808,464 shares (12,502,458 common shares and 30,306,006 Class B shares)
in its capacity as institutional fiduciary for 69 estates and trusts,
including 42,582,677 shares (12,276,671 common shares and 30,306,006 Class
B shares) held as trustee for Milton Hershey School. All outstanding shares
of Hershey Trust Company are owned by Hershey Trust Company, Trustee in
Trust for Milton Hershey School. All nineteen members of the Board of
Directors of Hershey Trust Company are presently members of the Board of
Managers of Milton Hershey School, which is the governing body of Milton
Hershey School.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 5, 2002
HERSHEY TRUST COMPANY
/s/ ROBERT C. VOWLER, President
---------------------------------
Robert C. Vowler, President