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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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 and amended by Amendments
No. 1 and 2 (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, and
in the related Letter of Transmittal. Capitalized terms used and not defined in
this Amendment No. 3 have the meanings assigned to them in the Statement.
This Amendment constitutes the final amendment to the Schedule
13E-4 required by Rule 13e-4(c)(3) and by General Instruction D to Schedule
13E-4.
Item 4. Interest in Securities of the Issuer.
The response to Item 4 is hereby amended and supplemented as
follows:
At 5 p.m. (New York City time) on October 10, 1995, the
Exchange Offer expired. It was reported to Pro-Fac by IBJ Schroder Bank & Trust
Company, the exchange agent, that a total of 2,812,245 shares of Non-Cumulative
Preferred Stock were validly tendered and not withdrawn as of the expiration of
the Exchange Offer.
On October 11, 1995, Pro-Fac issued the press release attached
hereto as Exhibit (a)(11). The information set forth in the press release is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(a)(11) Text of press release issued by Pro-Fac dated October 11, 1995.
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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: October 19, 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
(a)(11) Text of press release issued by Pro-Fac dated October 11, 1995.
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Exhibit (a)(11)
PRO-FAC COOPERATIVE COMPLETES EXCHANGE OFFER;
PREFERRED STOCK NOW TRADES ON NASDAQ NATIONAL MARKET(1)
ROCHESTER, NY, October 11, 1995... Pro-Fac Cooperative, Inc., a farmer
cooperative based in Rochester, N.Y., announced today that it has successfully
completed its offer to exchange an existing class of preferred stock for a new
class of preferred stock. The offer required that at least 500,000 shares be
validly tendered by the expiration date of October 10. As of that date, 2.8
million, or 92 percent of the total outstanding shares, were exchanged. Trading
for the new stock began today on the Nasdaq National Market System. The new
stock will trade under the symbol PFACP.
'We are pleased that this exchange was successfully completed,' said
Michigan Pro- Fac member and board president Bruce Fox, 'and that these shares
can now be traded on Nasdaq. Our goal has always been to provide more liquidity
for Pro-Fac members' stock and we firmly believe that this new preferred stock
and Nasdaq listing will help do so.' Terms of the new cumulative preferred stock
include a fixed, cumulative dividend of $1.72 annually, payable quarterly at
$.43 per share, and a liquidation value of $25 per share.
The market makers for the stock are Dillon, Read & Co. Inc. and First
Albany Corporation. The transfer agent is Harris Trust and Savings Bank, of New
York City.
Pro-Fac is an agricultural marketing cooperative with about 650 members
nationwide who grow fruits, grains and vegetables for(2) Curtice Burns Foods.(3)
Curtice Burns[, a wholly-owned
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(1) The following is the text of the national press release of Pro-Fac
related to the exchange offer. Pro-Fac is also issuing seven
regional press releases that are identical to the national press
release except as indicated herein.
(2) The following text is included in each of the regional press
releases: 'its wholly-owned subsidiary,'
(3) The following text is included in each of the respective regional
press releases:
a. In Pennsylvania, 20 members market about 20,000 tons of potatoes through
the Snyder of Berlin Division of Curtice Burns.
b. In Michigan, 200 members market about 35,000 tons of tart cherries,
apples, asparagus, blueberries, carrots, plums and peaches through the
Comstock Michigan Fruit division of Curtice Burns.
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subsidiary of Pro-Fac,](4) processes and markets a variety of product lines of
regional branded, private label and foodservice products through eight
autonomously managed divisions located throughout the United States.
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c. In Illinois, 70 members market about normally 20,000 tons of popcorn
through the Comstock Michigan Fruit division of Curtice Burns.
d. In Nebraska, 30 members market about normally 9,000 tons of popcorn
through the Comstock Michigan Fruit division of Curtice Burns.
e. In New York, 265 members market about 330,000 tons of various fruits and
vegetables, including tart cherries, apples, snap beans, sweet corn, peas,
beets, cabbage and other crops through the Comstock Michigan Fruit division
of Curtice Burns.
f. In the Pacific Northwest, 50 members market about 26,000 tons of
cucumbers and potatoes through the Nalley's and Tim's Cascade Chips
divisions of Curtice Burns.
g. In the Southeast, 11 members market about 12,000 tons of leafy greens,
southern peas, turnip roots and chipping potatoes through the Southern
Frozen Foods and Snyder of Berlin (located in Pennsylvania) divisions of
Curtice Burns.
(4) The bracketed language is included only in the national press
release.
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