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December 1, 2005
Mr. Burton H. Snyder, Esq.
Senior Vice President, General Counsel, and Secretary
The Hershey Company
100 Crystal A Drive
Hershey, Pennsylvania 17033
Re: The Hershey Company
Amendment No. 1 to Registration Statement on Form S-3
Filed November 16, 2005
File No. 333-128375
Form 10-K for the year ended December 31, 2004
Filed March 7, 2005
File No. 01-00183
Form 10-Q for the quarters ended April 1, 2005, July 3, 2005, and
October 2, 2005
Filed March 11, 2005, August 9, 2005 and November 9, 2005
Dear Mr. Snyder:
We have reviewed your filings and response letter dated
November 16, 2005 and have the following comments. Where
indicated,
we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note your response to prior comment 2. Please advise us of
the
percentage of your cocoa supply in recent periods that has come
from
the Ivory Coast. Disclose as appropriate the other information
you
provided regarding cocoa production, control of the company and
the
passive role exercised by the Trust, and any other material
information not currently disclosed. For example, please
disclose,
in as much detail as necessary, the Pennsylvania legislation that
could limit the sale of the company, as well as the impact this
legislation could have on your company`s potential future stock
price.
Form 10-K for the Fiscal Year Ended December 31, 2004
Consolidated Statements of Cash Flows, page 40
2. In your response to prior comment 7, you indicate your
accounting
for tax benefits associated with non-qualified stock options and
where those tax benefits are disclosed in your Consolidated
Statements of Stockholders` Equity. Please tell us and expand
your
disclosure in your financial statements to indicate how such
benefits
have been accounted for in your Consolidated Statements of Cash
Flows
and your Income Taxes note disclosures.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Gary Newberry at (202) 551-3761 or April
Sifford, Branch Chief, at (202) 551-3684 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jason Wynn at (202) 551-3756 or Timothy Levenberg,
Special Counsel, at (202) 551-3707 with any other questions.
Direct
all correspondence to the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: G. Newberry
A. Sifford
J. Wynn
T. Levenberg
via facsimile
Rise B. Norman and Reza Odouli
Simpson Thacher & Bartlett LLP
(212) 455-2502
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Mr. Burton H. Snyder, Esq.
The Hershey Company
December 1, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010