UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  832696405

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
International Multifoods Corporation
41-0871880

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

Not applicable

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
2,807,783**

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,807,783**

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.6%**

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
The J. M. Smucker Company (“JMS”)

(b)

Address of Issuer’s Principal Executive Offices
One Strawberry Lane, Orrville, OH 44667

Item 2.

(a)

Name of Person Filing
International Multifoods Corporation (“IMC”)

(b)

Address of Principal Business Office or, if none, Residence
110 Cheshire Lane, Suite 300, Minnetonka, MN 55305

(c)

Citizenship
Delaware

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
832696405

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

2,807,783*

(b)

Percent of class:   

5.6%*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

2,807,783*

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

0

*JMS, MIX Acquisition Corporation, a wholly owned subsidiary of JMS (“Merger Sub”), and IMC have entered into an Agreement and Plan of Merger, dated as of March 7, 2004 (the “Merger Agreement”), pursuant to which IMC will be merged with and into Merger Sub.  Merger Sub will be the surviving corporation in the merger.

IMC entered into a shareholders agreement, dated as of March 7, 2004, and a first amendment to the shareholders agreement, dated as of March 30, 2004 (collectively referred to as the “Shareholders Agreement”) with Richard K. Smucker, Timothy P. Smucker and certain other shareholders of JMS (these shareholders are collectively called the “JMS Shareholders”) with respect to their shares of common stock of JMS as follows:

(1)  Richard K. Smucker — 419,587 shares;

(2)  Timothy P. Smucker — 382,481 shares;

(3)  Richard K. Smucker, Trustee of the Protected Trust and Exempt Trust FBO Timothy P. Smucker — 477,798 shares;

(4)  Richard K. Smucker, Trustee of the Protected Trust and Exempt Trust FBO Julie E. Smucker — 477,796 shares; and

(5)  Richard K. Smucker, Trustee of the Protected Trust and Exempt Trust FBO Susan S. Wagstaff — 477,798 shares.

(6)  Timothy P. Smucker, Trustee of the Willard E. Smucker Trust — 572,323 shares.

The shares of JMS common stock held by the JMS Shareholders represent approximately 5.6% of the JMS common stock outstanding as of March 7, 2004, as represented by JMS in the Merger Agreement.

Each JMS Shareholder has agreed that, during the term of the Shareholders Agreement, at each meeting of JMS’s shareholders convened, and in any action taken by the written consent of JMS’s shareholders, to consider and vote upon the issuance of JMS common stock pursuant to the Merger Agreement, the shareholder will vote (to the extent not voted by the person or persons appointed under the proxy granted pursuant to the Shareholders Agreement), all shares of JMS common stock owned of record by the shareholder at the record date for the vote: (i) in favor of the issuance of JMS common stock to the stockholders of IMC pursuant to the Merger and, to the extent that a vote is solicited in connection with the Shareholders Agreement or the Merger Agreement, any other action required or desirable in furtherance thereof, (ii) against approval of any action, agreement or proposal that would result in a breach of any representation, warranty, covenant or obligation of JMS or Merger Sub in the Merger Agreement or that would delay or hinder the consummation of the Merger or that would preclude fulfillment of a condition precedent under the Merger Agreement to JMS’s, Merger Sub’s or IMC’s obligation to consummate the Merger, and (iii) against approval of any action, agreement or proposal made in opposition to or in competition with the issuance of the JMS common stock pursuant to the Merger and the consummation of the Merger.

Pursuant to the Shareholders Agreement and upon IMC’s request, each JMS Shareholder will grant an irrevocable proxy to those officers of IMC designated by IMC with full power of substitution, to vote, at any time before the termination of the Shareholders Agreement, all shares of JMS common stock owned by such shareholder in accordance with the Shareholders Agreement.

Pursuant to JMS’s amended articles of incorporation, shareholders are entitled to cast ten votes per share with regard to certain common shares for the approval of the issuance of shares of JMS and certain other matters submitted to the shareholders for approval.  The shares of common stock that IMC has shared power to vote, as indicated herein, are among those common shares that receive ten votes per share for the approval of the issuance of shares of JMS.  The total voting power of all the common shares can be determined only at the time of a shareholder meeting or any action taken by the written consent of JMS’s shareholders due to the need to obtain certifications as to beneficial ownership on shares not held as of record in the name of individuals.  It is assumed that the common shares that IMC has shared power to vote, as indicated herein, will represent a percentage of JMS’s total voting power on a ten-vote basis that is greater than the percentage of total voting power represented by those shares on a one-vote basis.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Instruction.  Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

April 7, 2004

Date

/s/ John E. Byom

Signature

John E. Byom, Senior Vice President, Finance and
Chief Financial Officer

Name/Title