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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 24, 1998
PRO-FAC COOPERATIVE, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
New York 0-20539 16-6036816
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number
</TABLE>
90 Linden Oaks, Rochester, New York 14625
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (716) 383-1850
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Item 5. Other Events
Agrilink Foods, Inc., a wholly-owned subsidiary of Pro-Fac Cooperative (Nasdaq:
PFACP) today announced that it has reached a definitive agreement with Dean
Foods Company (NYSE: DF), of Franklin Park, Illinois, to acquire Dean's
vegetable operations, which include the nationally known Birds Eye brand and
Dean's Freshlike and VegAll brands. The transaction consists of approximately
$400 million in cash and Agrilink's aseptic foods, located in Benton Harbor,
Michigan. Subject to regulatory approval, the transaction is expected to close
in 60 days.
Dean Foods Vegetable Company reported fiscal 1998 revenues of $553 million and
operating earnings of $39.6 million. Agrilink Foods has not yet reported its
fiscal 1998 earnings, but in fiscal 1997 the company reported sales of $731
million and operating earnings of $50 million. Dean Foods Vegetable Company
employs about 2,000 full-time employees in 13 plant facilities, located in
California, Minnesota, New York, Texas and Wisconsin. Agrilink employs
approximately 3,400 full-time employees in facilities in Georgia, Delaware, New
York, Michigan, Pennsylvania, Texas and Washington.
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File Name: PF8KDean.sec
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.
PRO-FAC COOPERATIVE, INC.
Date: July 28, 1998 BY: /s/ Earl L. Powers
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EARL L. POWERS,
VICE PRESIDENT FINANCE AND
ASSISTANT TREASURER
(Principal Financial Officer and
Principal Accounting Officer)
