SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 11, 1995
(February 10, 1995)
Seneca Foods Corporation
(Exact name of registrant as specified in its charter)
New York 0-1989 16-0733425
(State or other jurisdiction of (Commission (I. R. S. Employer
incorporation or organization) File Number) Identification No.)
1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 716/385-9500
Not Applicable
Former name, former address and former fiscal year,if changed since last report
Item 7. Financial Statements and Exhibits
Financial Statements
The Registrant believes that what was purchased does not constitute a business
for purposes of Article 11 of Regulation S-X. Pillsbury retained the market
distribution system, the sales force, the customer base, the operating rights
related to the proprietary seed, and the trade names. The Registrant acquired
some of the physical facilities (others were closed), some of the employee base,
and the production techniques. The Registrant believes the Statement of Income
for the Green Giant Division of Pillsbury does not accurately reflect the income
and operations of the acquired assets, because it relects revenue and promotion
amounts that relate to sales by Pillsbury to its industrywide customers, whereas
the Registant's sales will be to the Green Giant Division. Accordingly, the Pro
Forma financial statements are not based on historical data, but the estimated
results based on the financial terms of the Alliance Agreement.
Pro Forma Financial Information
The pro forma financial information required by Article 11 of Regulation S-X
follows:
Item 7(b)
SENECA FOODS CORPORATION AND
SUBSIDIARIES
PRO FORMA CONSOLIDATED
CONDENSED BALANCE SHEETS
OCTOBER 29, 1994
(Unaudited)
(In Thousands of Dollars)
Consolidated Pro Forma Pro Forma
Historical Adjustments Balance
__________ ___________ _________
ASSETS
Current Assets:
Cash and Short Term Invest. $2,514 $2,514
Accounts Receivable, Net 35,274 10,854 (a) 46,128
Inventories 142,771 199,000 (a) 341,771
Off Season Reserve (16,181) (2,700)(a) (18,881)
Deferred Tax Asset , Net 1,194 1,194
Other Current Assets 2,425 (664) (b) 1,761
Total Current Assets 167,997 206,490 374,487
Prop., Plant and Eq., Net 79,877 73,025 (a) 152,902
Common Stock of Moog Inc. 6,483 6,483
Other Assets 191 191
________ ________ ________
$254,548 $279,515 $534,063
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $38,700 $80,355 (c) 119,055
Accounts Payable 42,970 20,000 (a) 62,970
Accrued Expenses 18,223 8,000 (a) 26,223
Income Taxes
Current Portion of Long Term Debt
and Capital Lease Obligation 6,233 (540) (a) 5,693
_______ _______ _______
Total Current Liabilities 106,126 107,815 213,941
Long Term Debt 50,576 169,570 (a) 220,146
Capital Lease Obligations 832 832
Deferred Income Taxes 10,741 1,000 11,741
Stockholder's Equity:
Preferred Stock 70 70
Common Stock 1,880 1,880
Net Unrealized Gain 255 255
Retained Earnings 84,068 1,130 (a) 85,198
_______ _______ ________
Stockholders' Equity 86,273 1,130 87,403
________ ________ ________
$254,548 $279,515 $534,063
======== ======== ========
<FN>
The accompanying notes are an integral part of these unaudited
Pro Forma Condensed Financial Statements.
</FN>
SENECA FOODS CORPORATION, AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
THREE MONTHS ENDED OCTOBER 29, 1994
(Unaudited)
(In thousands, except share data)
Consolidated Pro Forma Pro Forma
Historical Adjustments Balance
__________ ___________ _________
Net Sales $88,827 $70,555 (a) $159,382
Costs and Expenses:
Cost of Product Sold 77,982 63,210 (a) 141,192
Selling and Administrative 8,240 (a) 8,240
Interest Expense 1,441 5,550 (a) 6,991
_______ _______ ________
Total Costs and Expenses 87,663 68,761 156,424
Income Before Income Taxes and 1,164 1,794 (a) 2,958
Extraordinary Item
Income Taxes 431 664 (a) 1,095
______ ______ ________
Earnings from Continued Operations
less Appl. Income Taxes $733 $1,130 $1,863
====== ====== ========
Net Earnings Applicable to Common Stock $727 $1,130 $1,857
====== ====== ========
Earnings from Continuing
Operations Per Share $0.26 $0.40 $0.66
====== ====== ========
Weighted Average Common Shares
Outstanding 2,796,555 2,796,555 2,796,555
========= ========= =========
<FN>
The accompanying notes are an integral part of these unaudited
Pro Forma Condensed Financial Statements.
</FN>
SENECA FOODS CORPORATION, AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
TWELVE MONTHS ENDED JULY 31, 1994
(Unaudited)
(In thousands, except share data)
Consolidated Pro Forma Pro Forma
Historical Adjustments Balance
__________ ___________ _________
Net Sales $290,185 $282,220 (a) $572,405
Costs and Expenses:
Cost of Product Sold 247,158 252,842 (a) 500,000
Selling and Administrative 28,824 (a) 28,824
Interest Expense 6,046 22,201 (a) 28,247
________ ________ ________
Total Costs and Expenses 282,028 275,043 557,071
Income Before Income Taxes and 8,157 7,178 (a) 15,335
Extraordinary Item
Income Taxes 2,816 2,478 (a) 5,294
________ ________ ________
Earnings from Continued Op. $5,341 $4,700 $10,041
======== ======== ========
Net Earnings- Common Stock $5,318 $4,700 $10,018
======== ======== ========
Earnings Per Share $1.84 $1.62 $3.47
======== ======== ========
Wtd Ave. Common Shares O/S 2,898,863 2,898,863 2,898,863
========= ========= =========
<FN>
The accompanying notes are an integral part of these unaudited
Pro Forma Condensed Financial Statements.
</FN>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
October 29, 1994 Statements (Last previous fiscal quarter):
(a) The Pro Forma adjustments referenced as (a) reflect the addition of the
assets and liabilities and related income and expense accounts as if the
Alliance Agreement with of the Green Giant Division of Pillsbury was in
effect from the beginning of the period.
(b) The Pro Forma adjustments referenced as (b) reflect the the estimated
federal and state income tax effect of aforementioned acquisition.
(c) The Pro Forma adjustments referenced as (c) reflect the source of the funds
used by the aforementioned purchases.
July 31, 1994 Statements (Last previous year end):
The Pro Forma adjustments reflect the addition of the July 31, 1994 assets and
liabilities and related income and expense accounts as if the Alliance Agreement
with the Green Giant Division of Pillsbury was in effect from the beginning of
the
period.
Exhibits
The Asset Purchase Agreement, the Alliance Agreement, and the Secured
Nonrecourse Subordinated Promissory Note related to the transaction with the
Green Giant Division of Pillsbury are attached hereto as Exhibits 2(A), 2(B),
2(C), respectively. The Registrant has requested confidental treatment of
certain portions of the Alliance Agreement. The Alliance Agreement contains
certain schedules and exhibits which are omitted from this filing pursuant to
item 601(b)(2) of Regulation S-K. These exhibits are listed on page 43 of the
Alliance Agreement. The Registrant agrees to furnish supplementally a copy of
any omitted exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
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.
Seneca Foods Corporation
(Registrant)
/s/Kraig H. Kayser
August 11, 1995 Kraig H. Kayser
President and
Chief Executive Officer