UVA-F-1409

HERSHEY FOODS CORPORATION:

BITTER TIMES IN A SWEET PLACE

Hershey’s chocolate. Like baseball and apple pie, it was an American icon. So
when Hershey’s largest shareholder proposed selling the company in early 2002, the
residents of Hershey, Pennsylvania, the state attorney general, legislators, and current
and former Hershey employees reacted with alarm. For them, the idea of selling the
“Great American Chocolate Bar” was an insult to a beloved American institution and a
threat to the principles on which Milton Hershey had built his company.

Unlike most large corporations, Hershey Foods’ majority shareholder was not a
corporate raider, institutional investor, or multinational, but rather the Hershey Trust Company,
which owned 77% of its voting stock. The trust had been endowed by a gift, in 1918, by Milton
Hershey himself, with the objective of supporting the Milton Hershey School, an institution for
orphans in Hershey, Pennsylvania. Nevertheless, in March 2002, the Hershey Trust’s board of
trustees decided that the school would be better served if its holdings were less concentrated in
Hershey stock. Therefore, the Hershey Trust announced its decision to sell its entire stake in
Hershey Foods, which effectively put the corporation up for sale.

Six months after making its decision to explore a potential sale, the board of the Hershey
Trust Company was examining two serious offers: a joint bid from Cadbury Schweppes PLC and
Nestlé S.A. and an independent bid from the Wm. Wrigley Jr. Company. The primary question
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consumption of chocolate, in particular, had declined during the previous year.

Despite the disappointing trend in the U.S. market, several factors had helped a few
key industry players grow during this period:

Developing innovative products with high consumer appeal and price per pound
Identifying and acquiring target companies to execute expansion strategies
Developing operations and/or distribution systems in new countries

With a market share of 30%, Hershey led the U.S. market for candy and gum in 2001,
followed by M&M Mars, Inc. (Masterfoods Corp.) at 17.1%, Wm. Wrigley Jr. Co. at 6.6%,
and Nestlé at 6.5%. The other players sharing the remaining 40% of the market included
Cadbury Schweppes, World’s Finest Chocolate, Inc., and Tootsie Roll Industries, Inc.

With its aggressive introduction of new products, Wrigley posted a 12.3% growth in
revenues over the previous year. Wrigley, the largest producer of chewing gum in the world, had
recently introduced Wrigley Eclipse Flash Strips, which accounted for some of the company’s
impressive performance and moved it from fourth to third place in U.S. rankings. Nestlé showed
6.5% sales growth, and Mars and Hershey each showed 1.4% growth.

Milton Snavely Hershey: Entrepreneur

Milton Snavely Hershey was born to a German-Mennonite family in south-central

Pennsylvania, on September 13, 1857, shortly before the outbreak of the American Civil War. In
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enterprise with a model town. In the pastures surrounding his new factory, Hershey
mapped out a village, with tree-lined streets whose names evoked the exotic lands of
the cocoa bean, including Trinidad, Caracas, and Ceylon (Sri Lanka). Milton Hershey
created the Hershey Improvement Company, a division of Hershey Chocolate, which
built a complete infrastructure, including roads, sewers, utilities, houses, and public
buildings. In 1906, the village of Derry Church, Pennsylvania, was renamed Hershey.

The development of Hershey, Pennsylvania, followed the ebb and flow of the
company’s fortunes. Following financial difficulties in 1920, Milton Hershey
reorganized and refinanced his company, creating three new entities:

Hershey Chocolate Corporation, which acquired all the chocolate properties

Hershey Corporation, which acquired the company’s 65,000 acres of sugar-
cane fields and eight sugar-processing plants in Cuba
Hershey Estates, which continued the work of the Hershey Improvement Company

Through Hershey Estates, the Hershey Chocolate Company played an ever-larger role
in the lives of Hershey’s citizens. By 1927, Hershey Estates had a hand in more than
30 nonchocolate interests, including the telephone company, a department store, the
hospital, and the cemetery. See Exhibit 1 for a list of Hershey Estates’ enterprises.

Milton Hershey’s dedication to his employees and the residents of the town was steadfast.
During the Great Depression, despite a 50% drop in sales, Hershey refused to lay off any local
employees. Instead, between 1929 and 1939, he launched a series of massive building projects
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committed itself to managing Hershey’s entertainment Exhibit 2 for a description

properties. See of HERCO’s businesses.

Milton Hershey’s Commitment: The Milton Hershey School

In 1909, at the suggestion of his wife, Kitty, the unschooled Milton Hershey created a
residence and school for homeless boys. In 1918, three years after his wife’s death, the childless
Milton Hershey bequeathed his entire personal fortune to the Milton Hershey School, including
thousands of acres of land and all his stock in the Hershey Chocolate Company. The Hersheys
designated the newly created Hershey Trust Company as the sole trustee for the school.
According to the deed of trust, the trustee was responsible for managing the trust’s
considerable endowment and for reporting to the school’s managers. Ever since the bequest,
the Hershey Trust Company had had a controlling interest in every major Hershey entity.
Moreover, the school’s managers and the trust’s board comprised the same 17 individuals.
Hershey Foods’ board, however, was, for the most part, an independent entity with only one of
its nine members also serving on the trust’s board. See Exhibit 3 for an organizational chart.

By 2002, the Milton Hershey School (MHS) admitted both boys and girls without regard to
race, and provided instruction from kindergarten through the 12 th grade. MHS enrolled 1,300
students, who lived on the school’s 1,400-acre campus. Annual spending per student was
$96,000, which included housing, food, clothing, and medical care. MHS’s endowment,
administered by the Hershey Trust Company, had grown from its initial bequest of $60 million to
approximately $5.4 billion, making it one of the largest educational endowments in the United
States. See Exhibit 4 for a comparison of private educational endowments.
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And so, while other confectioners were forced to limit or even cease production during
the war, the Hershey Chocolate Corporation was winning millions of loyal consumers, as well as
a place in American history. More than three billion units of Field Ration D bars were made
between 1940 and 1945, and were distributed to soldiers around the world.

Shortly after the end of World War II, Milton S. Hershey died at age 88, on October 13,
1945. Hershey’s passing, however, did not diminish the strength of his business. By 1951, sales
had grown to $154 million, and by 1962, sales had reached $183 million. In 1963, the Hershey
Chocolate Corporation undertook its first major acquisition when it purchased the H. B. Reese
Candy Company, Inc., makers of Reese’s Peanut Butter Cups. This move began a string of
acquisitions by Hershey that would continue for the next 25 years.

During the 1960s, Hershey diversified by acquiring several major pasta manufacturers,
including San Giorgio Macaroni, Inc., and Delmonico Foods, Inc. By the 1980s, the company had
become the largest pasta manufacturer in the United States. This diversification away from
chocolate products led to a change in the company’s name to Hershey Foods Corporation in
1984. By 1999, however, the company had changed its strategy again and sold its U.S. pasta
business, the Hershey Pasta Group, to New World Pasta, LLC, for $450 million plus equity.

By 2002, Hershey remained the number-one candy maker in the United States, with
sales comprising roughly 80% chocolate and 20% nonchocolate foods. Its largest customer
was Wal-Mart, which represented 17% of the company’s total sales. Other major Hershey
customers included Kmart, Target, Albertsons, and CVS. Sales outside the United States
accounted for 10% of total revenues. According to Money magazine, Hershey Foods’ stock
ranked as the 28th-best performer of the last 30 years, with annualized returns of 17.4%.
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The trust’s large holding amounted to 31% of Hershey Foods’ common shares and
77% of the stockholders’ votes.1

During the past 16 years, Hershey’s stock had shown variable performance, but
had significantly outperformed Standard & Poor’s 500-stock index by an average of 6.8%
per year (see Exhibit 7).2 Despite the overall strong investment performance of the trust
and its gradual diversification away from Hershey shares, by early 2002 there was an
increasing concern among board members that the trust was compromising its fiduciary
responsibility by concentrating a disproportionate amount of the endowment fund in the
shares of Hershey Foods Corporation. Therefore, during a meeting in March 2002, the
trust’s board voted 15–2 to “explore a potential sale” of its holdings in Hershey Foods.

The board believed that a sale of the trust’s entire stake in Hershey Foods would garner
a higher premium than if its shares were sold piecemeal; therefore, the decision to sell was
tantamount to putting Hershey Foods Corporation on the block. According to Robert C. Vowler,
president and CEO of the Hershey Trust Company, the trust planned to invest the profits from
the sale in a variety of U.S. equities and fixed-income and international securities to provide
more “straight lines of return and not the volatility of one stock.”

Following the March board meeting, a delegation from the trust told the chairman and CEO
of Hershey Foods Corporation, Richard H. Lenny, to begin the process of finding suitable bidders for
the company. But Lenny opposed the idea of a sale, and asked for time to make a counterproposal.
In May, Lenny presented a stock-buyback offer to the head of the trust’s investment committee, J.
Robert Hillier, who also sat on the board of Hershey Foods. The plan called for Hershey Foods to
purchase half of the trust’s shares at a 10% premium. Hershey Foods
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Swift reaction

The prospect of a sale of Hershey Foods, an American icon and the

paternalistic benefactor of a town, produced a groundswell of opposition by
employees, local businesses, and politicians who feared Hershey would become part
of someone else’s global empire. Many residents of Hershey, Pennsylvania, whose
population of 22,400 included 6,200 Hershey employees, were concerned that the
legacy of Hershey’s involvement in the community would be compromised and many
jobs might be lost. Community leaders organized rallies and developed a Web site,
www.friendsofhershey.org, gathering 6,500 signatures of people opposed to the sale.

The controversy over the proposed sale of Hershey Foods became increasingly
public as protests by company employees and retirees and Milton Hershey School
alumni came to the attention of Pennsylvania’s attorney general, whose office
oversaw trusts and charities in the state. On August 12, the attorney general filed a
petition asking that any sale of Hershey Foods be subject to approval by the Dauphin
County Orphan’s Court, which had jurisdiction over charitable trusts. On August 24,
the attorney general sought an injunction to stop the sale altogether.3

The issues underlying the controversy emerged during the ensuing court proceedings:

Jack Stover, lawyer for the Hershey Trust Company: “[The injunction] causes
irreparable harm to us. . . . It ties the hands of the Trustees with regard to its single
largest asset. . . . Who in the courtroom has not read in the paper what happens in
today’s economy when you invest too heavily in a single stock?”
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The Bids:Wrigley and Nestlé–Cadbury Schweppes

By September 14, 2002, the final date by which bids could be submitted, the
Hershey Trust Company board was considering two serious offers: a $12.5-billion bid
from the Wm. Wrigley Jr. Company and a $10.5-billion joint bid from Nestlé S.A. and
Cadbury Schweppes PLC.

The Wm. Wrigley Jr. Company

The world’s largest maker of chewing gum had been based in Chicago since 1892, when
William Wrigley, while working as a salesman for his family’s soap factory, began offering
customers chewing gum. In 1898, he merged his company with one of his suppliers to form the
Wm. Wrigley Jr. Company, and by 1910, the firm’s spearmint gum was the leading U.S. brand.

As late as 1961, the company still offered its original five-cent price and product line. But
by 1971, as it faced competitive and economic pressures, the company increased its price to
seven cents and launched several new products, including the following:

Big Red (1975) Hubba Bubba (1978)

Orbit, a sugar-free gum (1977) Extra (1980)

Wrigley continued to expand its business by launching operations in Eastern Europe and
China (1993). In 1999, Bill Wrigley, a member of the fourth generation of Wrigleys to lead the
company, became president and CEO. After 2000, the company focused on testing innovative
gums with such attributes as cough suppression and teeth whitening.
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Delivering the highest quality at lowest costs

Growing and developing our Wrigley people around the world

The Wm. Wrigley Jr. Company offered $12.5 billion ($7.5 billion in stock and $5.0
billion in cash) for 100% of the outstanding shares of Hershey Foods Corporation. The
Hershey Trust Company would exchange its Hershey shares for cash and shares in
the new company, to be renamed Wrigley-Hershey. This offer, the equivalent of $89
per share, represented a 42% premium over Hershey’s preannouncement stock price.
The deal included commitments to the Hershey community, including assurances of
job retention at Hershey Foods’ plants in Derry Township.

Some analysts speculated that Wrigley management was assuming it could put
Hershey products into its product mix and sell them internationally. Although it was
unlikely that Wrigley could achieve significant cost savings, management hoped to
generate higher sales volumes. Wrigley had been successful in selling chewing gum
internationally, and was hoping to do the same with Hershey’s chocolates.

Nestlé S.A.

Nestlé S.A. was founded in 1843, when Henri Nestlé purchased a factory in Vevey,
Switzerland, that made products ranging from nut oils to rum. In 1904, the company began
selling chocolates, and one year later merged with the Anglo-Swiss Company, retaining the
Nestlé name. During World War I, the company developed a water-soluble “coffee cube,” and the
idea became one of the company’s most popular products, Nescafé. Nestlé continued to
introduce popular products during the next four decades, including Nestlé’s Crunch bar (1938),
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Nestlé’s strategy, according to its Web site, was as follows:

Nestlé’s strategic priorities are focused on delivering shareholder value

through the achievement of sustainable, capital-efficient, and profitable
long-term growth. The combination of our four-pillar strategy and efficiency
programmes will deliver market-share growth and margin improvement.

Our four-pillar strategy is based on:

Operational performance
Product innovation and renovation
Product availability
Consumer communication

Through this strategy, Nestlé had been able to establish itself as both an international and a
local company. With nearly 470 factories in 84 countries, many of Nestlé’s brands were unique
to particular countries. Nestlé had been successful at satisfying local tastes with local products.
In the future, the company planned to expand into specialty nutritional foods and ice cream.

Cadbury Schweppes PLC

In 2002, Cadbury Schweppes was a major global player in both the beverage and
confectionary industries. With bottling and partnership operations in 10 countries and licensing
agreements in 21 more, Cadbury Schweppes was the third-largest soft-drink company by sales
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The Nestlé–Cadbury Schweppes offer for Hershey Foods was $10.5 billion in cash. At
$75 a share, this offer represented a significantly lower premium than that offered by Wrigley.
Moreover, the bid was complicated by the fact that Nestlé received royalties from Hershey for
U.S. sales of its Kit Kat and Rolo brands. The licensing arrangement had been negotiated
between Rowntree and Hershey prior to Nestlé’s acquisition of Rowntree. Because the licensing
agreement was structured to continue in perpetuity, Hershey valued the licensing of the two
brands at approximately $1 billion. An important aspect of the agreement, however, was that a
change of ownership of Hershey would transfer all rights to the two brands back to Nestlé.
Therefore, according to the agreement, regardless of who won the bidding battle for Hershey,
Nestlé stood to gain the value of the licensing agreement.

The deal included a provision making Hershey, Pennsylvania, the headquarters

of Cadbury Schweppes’ operations in the United States and calling it the “chocolate
capital of the world.” With new production facilities and distribution capabilities in the
United States, however, they expected to reduce costs by consolidating operations
and reducing workforces. See Exhibit 8 for a summary of the bidders’ financials.

The Hershey Trust Company Board Decides

In essence, the board faced both an economic and a governance decision. On the
economic side, the board needed to determine the value of Hershey as a stand-alone entity
compared with the bids being offered. See Exhibit 9 for Hershey’s historical financials, Exhibit
10 for Hershey’s financial forecasts as a stand-alone, and Exhibit 11 for industry comparables.
On the governance side, the board needed to decide whether selling Hershey compromised the
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Exhibit 1
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Businesses Operated by Hershey Estates (1927)

Hershey Baking Company Hershey Greenhouse and Nursery

Hershey Cemetery Hershey Hospital
Hershey Cold Storage Hershey Laundry
Hershey Community Building Hershey Museum
Hershey Community Inn Hershey Park
Hershey Community Theatre Hershey Park Golf Club
Hershey Country Club Hershey Rose Garden
Hershey Dairy Hershey Sewerage Company
Hershey Department Store Hershey Telephone Company
Hershey Electric Company Hershey Transit Company
Hershey Experimental Candy Kitchen Hershey Water Company
Hershey Feed and Grain Hershey Zoo
Hershey Farms Hotel Hershey
Hershey Farming Implements Coal
Hershey Filling Station Real Estate
Hershey Garage
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Exhibit 2
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Businesses Operated by Hershey Entertainment and Resorts (2002)

HERSHEYPARK, opened in 1907 by Milton S. Hershey as

a picnic and pleasure grounds for his employees, is now
a theme park with more than 60 rides and attractions and
daily live entertainment.

ZOOAMERICA North American Wildlife Park is an 11-acre walk-

through zoo located next to HERSHEYPARK. It is home to over
200 animals representing five regions of North America.

HERSHEYPARK Arena seats 7,225 and was home to the

American Hockey League HERSHEY BEARS until the
2002– 2003 season, when the Bears moved to their new
home ice, GIANT Center.

HERSHEYPARK Stadium seats up to 30,000 and is home to a

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Exhibit 2 (continued)

THE HOTEL HERSHEY, built in 1933 by Milton S. Hershey, has

234 guest rooms and 23,500 square feet of meeting, banquet,
and exhibit space. The Hotel has been recognized with the
prestigious AAA Four Diamond Award and is a member of
Historic Hotels of America and Preferred Hotels & Resorts.

HERSHEY Lodge and Convention Center offers 667 guest

rooms and 100,000 square feet of meeting, exhibit, and
banquet space.

HERSHEY‘S CHOCOLATE TOWN CAFE, located at

Hershey’s Chocolate World, is a chocolate-themed
restaurant featuring full-service lunch and dinner. The
Cafe is owned by Hershey Foods Corporation, but is
managed by HERSHEY® Resorts.

BELLA LUNA is a New York Style Italian Deli in Hershey, Pa.

HERSHEY Highmeadow Campground, located off

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Exhibit 4
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Comparison of Private Educational Endowments
(in millions of dollars)

Harvard Univ. $18,259

Yale Univ. 10,739
Princeton Univ. 8,359
Stanford Univ. 8,250
Mass. Inst. of Tech. 6,135
Milton Hershey School 5,400
Columbia Univ. 4,324
Emory Univ. 4,249
Washington Univ. 4,018
Univ. of Michigan 3,689
Univ. of Chicago 3,492
Northwestern Univ. 3,470
Cornell Univ. 3,437
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Exhibit 5
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Boards of Directors for Hershey Trust and Hershey Foods Corporation (1990)

1990 Hershey Trust Board of Directors

1990 Hershey Foods Board of Directors
Chairman of the Board of Hershey
Richard. A. Chairman and CEO Hershey Foods
Trust Co. & Milton Hershey School
Zimmerman Corporation
Kenneth V. Hatt Board of Managers
Richard. A. Chairman and CEO of Hershey Foods Kenneth V. Chairman of the Board Hershey Trust
Zimmerman Corporation Hatt Company
Kenneth L. President and Chief Operating Officer Kenneth L. President and Chief Operating Officer
Wolfe Hershey Foods Corporation Wolfe Hershey Foods Corporation
President of the Milton Hershey School Retired Chairman of the Board
William R. William R. Fisher, and board of Howard O. Carpenter Technology Corporation
Fisher directors of The Hershey Bank Beaver, Jr. Reading, PA
Managing partner in the Harrisburg Retired Vice Chairman of the Board
law firm of McNees, Wallace & Nurick, John F. and Executive Officer GE Company
Rod J. Pera counsel to all Hershey entities. Burlingame Stamford, Connecticut
Executive vice president of the Thomas C. President USS a division of USX
John F. Rineman Pennsylvania Medical Society Graham Corporation Pittsburgh, PA
Juliet C. United Way Capital Region (Executive Dean of the Graduate School of
Rowland Director Ohio) John. C. Business Administration College of
President, CEO and chairman of the Jamison William and Mary, Williamsburg, VA
J. Bruce board of Hershey Entertainment & Dean of the School of Business and
McKinney Resort Co. (HERCO) Industry Florida Agricultural and
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Exhibit 6
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Boards of Directors for Hershey Trust and Hershey Foods Corporation (2001)

2001 Hershey Trust Board of Directors 2001 Hershey Foods Board of Directors
President and CEO, Hershey Chairman, President and
Trust Robert C. Vowler Company CEO, Richard H. Lenny Hershey Foods Corporation
J. Robert Hillier, Chairman and Founder of Hillier J. Robert Hillier, Chairman and Founder, The Hillier
FAIA Group (architects) FAIA Group (architects)
A. John Gabig, Chairman of MHS Board of Chairman and CEO, Lincoln
Esq. Managers Jon A. Bosia National Corporation
President and CEO of Milton Robert H. Chairman and CEO (ret.), Sunoco
William L. Lepley Hershey School Campbell Inc.
Snider Entrepreneurial Center, Sr. VP Finance and CFO (ret.),
William H. Wharton School, University of Gary P. Coughlan Abbott Laboratories Inc.
Alexander Pennsylvania. President and CEO, The Times
Lucy D. Hackney, Former Policy adviser, General Bonnie Hill Mirror Foundation
Esq. Services Admin John C. Jamison Chairman, Mallardee Associates
Wendy D. Puriefoy Public Education Network Mackey J. Chairman, President and CEO, VF
W. Don Cornwell Granite Broadcasting Co. McDonald Corporation
A. Morris Chairman, Texas
Williams, Jr. President, Williams & Company Biotechnology John M. Pietruski Corporation
Institutional Research &
Planning, Michael W. Matier Cornell U.
Rev. John S. St. James the Less Episcopal
McDowell, Jr. Church
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Exhibit 7
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Hershey Stock-Price Performance (1986–2001)

80%

70%

60%

50%

40%

30%

20%

10%

0%

-10%

-20%
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Exhibit 8
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Bidding Companies’ Financial Data
Cadbury
Hershey Wrigley Nestle Schweppes
Beta 0.55 0.70 0.70 0.60
Credit rating A+ N/A AAA BBB
Stock price 9/17/2002 73.8 49.5 51.9 28.5
Shares outstanding (millions) 134.2 225.0 1550.6 502.5
Book value of debt ($ millions) 884.9 0.0 19,500.0 3,543.0

US Treasuries
Historical Yield Curve
8/19/2002 9/17/2002
5 year 3.38% 2.90%
10 year 4.28% 3.82%
30 year 5.05% 4.73%

Corporate Bonds1

Hershey
Maturity Price Yield
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Exhibit 9
HERSHEY FOODS CORPORATION:
BITTER TIMES IN A SWEET PLACE
Historical Financial Statements of Hershey Foods Corporation
(in millions of dollars)

Income Statement 1996 1997 1998 1999 2000 2001

Sales $3,989.3 $4,302.2 $4,435.6 $3,970.9 $4,221.0 $4,137.2
Cost of sales 2,302.1 2,488.9 2,625.1 2,354.7 2,471.2 2,668.5
Gross profit 1,687.2 1,813.3 1,810.6 1,616.2 1,749.8 1,468.7
Selling, marketing, and administrative 1,124.1 1,183.1 1,167.8 1,057.8 1,127.2 1,056.1
Operating income 563.1 630.2 642.8 558.4 622.7 412.6
Gain (loss) on sale of business (35.4) - - 243.8 - -
Earnings before interest and tax 527.8 630.2 642.8 802.1 622.7 412.6
Interest expense 48.0 76.3 85.7 74.3 76.0 69.1
Pretax income 479.7 554.0 557.1 727.9 546.6 343.5
Income taxes 206.6 217.7 216.1 267.6 212.1 136.4
Net income $ 273.2 $ 336.3 $ 341.0 $ 460.3 $ 334.5 $ 207.1

Balance Sheet
1996 1997 1998 1999 2000 2001
Cash and cash equivalents $ 61.4 $ 54.2 $ 39.0 $ 118.1 $ 32.0 $ 134.1
Accounts receivable trade 294.6 360.8 451.3 352.8 379.7 361.7
Inventories 475.0 505.5 493.2 602.2 605.2 512.1
Other current assets 155.2 114.2 150.4 207.0 278.5 159.5
Total current assets 986.2 1,034.8 1,134.0 1,280.0 1,295.3 1,167.5