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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13E-4
RULE 13E-4 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
PRO-FAC COOPERATIVE, INC.
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(Name of Issuer)
PRO-FAC COOPERATIVE, INC.
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(Name of Person(s) Filing Statement)
NON-CUMULATIVE PREFERRED STOCK, PAR VALUE $25.00 PER SHARE
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(Title of Classes of Securities)
Not applicable
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(CUSIP Number of Classes of Securities)
STEPHEN R. WRIGHT
PRO-FAC COOPERATIVE, INC.
90 LINDEN PLACE
P.O. BOX 682
ROCHESTER, NEW YORK 14603
(716) 383-1850
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
KELLY VANCE, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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AUGUST 23, 1995
(Date Tender Offer First Published
Sent or Given to Security Holders)
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Page 1 of 6 Pages
Exhibit Index begins on Page 4
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Pro-Fac Cooperative, Inc., a New York cooperative corporation
("Pro-Fac"), hereby amends and supplements its Rule 13E-4 Transaction Statement
on Schedule 13E-4, originally filed on August 23, 1995, as amended by Amendment
No. 1, filed on September 15, 1995 (the "Statement"), with respect to the offer
by Pro-Fac to exchange one share of its Class A Cumulative Preferred Stock, par
value $1.00 per share, for each outstanding share of its Non- Cumulative
Preferred Stock, par value $25.00 per share, upon the terms and subject to the
conditions set forth in the Offering Circular dated August 23, 1995, as amended
by said amendment No. 1 (the "Offering Circular"), and in the related Letter of
Transmittal. Capitalized terms used and not defined in this Amendment No. 2 have
the meanings assigned to them in the Statement.
Item 1. Financial Information.
The response to Item 7(a)-(b) is hereby amended and
supplemented as follows:
The consolidated financial statements of Pro-Fac Cooperative,
Inc. in its Annual Report on Form 10-K for the fiscal year
ended June 24, 1995 are incorporated herein by reference.
Item 2. Material to be Filed as Exhibits.
(a)(10) Form of Update on Exchange Offer, mailed on September 26, 1995 to
Pro-Fac Preferred Stockholders.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 26, 1995
PRO-FAC COOPERATIVE, INC.
By /s/ Stephen R. Wright
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Name: Stephen R. Wright
Title: General Manager
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(10) Form of Update on Exchange Offer mailed on September 26, 1995 to
Pro-Fac Preferred Stockholders.
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Exhibit (a)(9)
[Letterhead of Pro-Fac]
September 26, 1995
To: Pro-Fac Preferred Stockholders
Re: UPDATE ON EXCHANGE OFFER
This is an update on the status of Pro-Fac's offer to exchange, on a share for
share basis, its Non-Cumulative Preferred Stock for a new Class A Cumulative
Preferred Stock.
1. The offer commenced on August 23, 1995. Holders of record of the Non-
Cumulative Preferred Stock have been sent the exchange offer
materials.
2. The offer is scheduled to expire at 5:00 PM (eastern time) on October
10, 1995, unless otherwise extended.
3. The offer is conditioned upon there being validly tendered by the
Expiration Date - October 10, 1995 - and not withdrawn at least
500,000 shares of Non-Cumulative Preferred Stock. To date, over
800,000 shares have been tendered.
4. Holders of the existing Non-Cumulative Preferred Stock who have not
tendered should consider that the liquidity and the trading prices of
the existing Non-Cumulative Preferred Stock will likely be adversely
affected if the exchange offer is completed and the new Class A
Cumulative Preferred Stock is listed on NASDAQ. However, there can be
no assurance that an active trading market will develop or be
sustained for the new Class A Cumulative Preferred Stock. You should
carefully review the exchange offer information previously sent to you
to make an informed decision about your investment in the preferred
stock.
5. I.B.J. Schroder, the Exchange Agent, must receive the shares and
related exchange offer documents by 5 PM (eastern time) on October 10,
1995 from shareholders who desire to tender their shares for exchange.
Shareholders who have not already sent the necessary documentation to
I.B.J. Schroder and wish to exchange should send in the documentation
in time to reach I.B.J. Schroder before the expiration of the exchange
offer. Pro-Fac does not currently anticipate that it will conduct any
similar exchange offer in the future.
If you have already submitted your shares of Non-Cumulative Preferred Stock and
related exchange offer documents to I.B.J. Schroder you do not need to take any
further action. Keep in mind that shares and documentation received by I.B.J.
Schroder after 5:00 PM (eastern time) on the expiration date (currently
scheduled for October 10, 1995) will not be accepted as a valid tender.
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If you have any questions about the exchange offer, or have lost or misplaced
the materials, please call a Pro-Fac representative at 1-800-280-5096. If you
have questions about completing the documents, please call I.B.J. Schroder at
212-858-2103 (call collect).
Sincerely,
Bruce Fox
President
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