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March 7, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Dear Sirs: Pursuant to the requirements of the Securities Exchange Act of 1934, Hershey Foods Corporation is filing the enclosed Form 8-K. Should you have any questions, please give me a call at (717)534-7911. Sincerely HERSHEY FOODS CORPORATION /s/ Mark E. Kimmel Senior Counsel 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): MARCH 6, 1997 ------------------ HERSHEY FOODS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware I-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 ---------------------------- Page 1 of 7 Pages Exhibit Index - Page 3 INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events ------------ The Corporation entered into an Underwriting Agreement dated September 27, 1995 with Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner and Smith Incorporated with respect to the issuance by the Corporation of certain debt securities. The Corporation has entered into a Pricing Agreement dated March 6, 1997 concerning the issuance and sale of $150 million aggregate principal amount of 6.95% Notes due March 1, 2007 ("Notes"). Information concerning the Notes and related matters is set forth in the Corporation's Prospectus dated March 6, 1997, and in a Prospectus Supplement dated March 6, 1997, which was filed with the Securities and Exchange Commission on March 7, 1997. Item 7. Financial Statements and Exhibits --------------------------------- Exhibits filed herewith: 1--Underwriting Agreement, dated September 27, 1995, by and among the Corporation, Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.* 28--Pricing Agreement, dated March 6, 1997, by and among the Corporation, Goldman, Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. * Previously filed as an exhibit to the Corporation's Form 8-K on October 2, 1995. 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 7, 1997 HERSHEY FOODS CORPORATION By /s/ Mark E. Kimmel --------------------------- Mark E. Kimmel Assistant Secretary 2 Exhibit Index ------------- Exhibit No. Description Page No. - ----------- ----------- -------- 1 Underwriting Agreement, dated September 27, 1995, by and among the Corporation, Goldman Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.* 28 Pricing Agreement, dated March 6, 4 1997, by and among the Corporation, Goldman Sachs & Co., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. * Previously filed as an exhibit to the Corporation's Form 8-K on October 2, 1995. 3
PRICING AGREEMENT ----------------- Goldman, Sachs & Co., Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 March 6, 1997 Dear Sirs: Hershey Foods Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 27, 1995 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Hershey Foods Corporation /s/ W. F. Christ By:.................................. Name: W. F. Christ Title: Senior Vice President and Chief Financial Officer Accepted as of the date hereof: Goldman, Sachs & Co. Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated /s/ Goldman, Sachs & Co. By:.................................. (Goldman, Sachs & Co.) 2 SCHEDULE I 3
PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE UNDERWRITER PURCHASED ----------- ------------ Goldman, Sachs & Co. ..................................... $ 75,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 75,000,000 ------------ Total.................................................. $150,000,000 ============ SCHEDULE II TITLE OF DESIGNATED SECURITIES: 6.95% Notes due March 1, 2007 AGGREGATE PRINCIPAL AMOUNT $150,000,000 PRICE TO PUBLIC: 99.698% of the principal amount of the Designated Securities, plus accrued interest from March 1, 1997 PURCHASE PRICE BY UNDERWRITERS: 99.048% of the principal amount of the Designated Securities, plus accrued interest from March 1, 1997 SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same day) funds INDENTURE: Indenture dated as of February 1, 1991, between the Company and Citibank, N.A., as Trustee MATURITY: March 1, 2007 INTEREST RATE: 6.95% INTEREST PAYMENT DATES: March 1 and September 1, beginning September 1, 1997 REDEMPTION PROVISIONS: No provisions for redemption SINKING FUND PROVISIONS: No sinking fund provisions TIME OF DELIVERY: March 11, 1997, 9:30 a.m. New York City Time CLOSING LOCATION: The offices of Milbank, Tweed, Hadley & McCloy, One Chase Manhattan Plaza, New York, New York 10005 NAMES AND ADDRESSES OF REPRESENTATIVES: DESIGNATED REPRESENTATIVES: Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated ADDRESS FOR NOTICES, ETC.: c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 4