<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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.
-----------------------------------------------------------------------
(Name of Issuer)
PRO-FAC COOPERATIVE, INC.
-----------------------------------------------------------------------
(Name of Person(s) Filing Statement)
NON-CUMULATIVE PREFERRED STOCK, PAR VALUE $25.00 PER SHARE
-----------------------------------------------------------------------
(Title of Classes of Securities)
Not applicable
-----------------------------------------------------------------------
(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
-----------------------------------------------------------------------
(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
-----------------------------------------------------------------------
AUGUST 23, 1995
(Date Tender Offer First Published
Sent or Given to Security Holders)
-----------------------------------------------------------------------
Page 1 of 5 Pages
Exhibit Index begins on Page 4
<PAGE>
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 (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 (as amended hereby) set forth in the Offering Circular
dated August 23, 1995 (the 'Offering Circular') and in the related Letter of
Transmittal. Capitalized terms used and not defined in this Amendment No. 1 have
the meanings assigned to them in the Statement.
Item 1. Additional Information.
The response to Item 8(e) and the information set forth in the
Offering Circular under 'The Exchange Offer--Certain Conditions of the Exchange
Offer' are hereby amended and supplemented as follows:
The phrase 'in Pro-Fac's sole judgment', as set forth in the
Offering Circular in subparagraphs (b) and (c) under 'The
Exchange Offer--Certain Conditions of the Exchange Offer' is
amended to read in its entirety, each time it so appears, 'in
Pro-Fac's reasonable judgment.'
Item 2. Material to be Filed as Exhibits.
(a)(9) Form of Reminder to Preferred Stock Holders, mailed on
September 15, 1995 with other ordinary course communications
to Pro-Fac's shareholders.
-2-
<PAGE>
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 15, 1995
PRO-FAC COOPERATIVE, INC.
By /s/ Stephen R. Wright
------------------------------
Name: Stephen R. Wright
Title: General Manager
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name
------- ------------
(a)(9) Form of Reminder to Preferred Stock Holders mailed on
September 15, 1995.
-4-
<PAGE>
Exhibit (a)(9)
IMPORTANT
REMINDER TO PREFERRED STOCK HOLDERS
If you own preferred stock, information about an offer to exchange your
non-cumulative preferred stock for new Class A cumulative preferred stock was
sent to you on August 23, 1995. If you have not already done so, you should
review all of the information carefully to make an informed decision about your
investment in the preferred stock. The exchange offer expires on October 10,
1995, unless extended as described in the exchange offer materials.
