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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): February 23, 1999
PRO-FAC COOPERATIVE, Inc.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
New York 0-20539 16-6036816
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification Number)
of incorporation)
90 Linden Oaks, Rochester, New York 14625
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's Telephone Number Including Area Code: (716) 383-1850
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Item 5. Other Events
Acquisition of frozen vegetable business of Agripac, Inc.:
On February 23, 1999, PF Acquisition II, Inc. ("PF Acquisition"), a subsidiary
of Pro-Fac Cooperative, Inc. ("Pro-Fac") (Nasdaq: PFACP), announced that it
completed the acquisition of the frozen vegetable processing business of
Agripac, Inc. ("Agripac"). Agripac, which is currently in bankruptcy, is a
farmer cooperative based in Salem, Oregon. Its frozen vegetable processing
business represents approximately $130 million in annual sales.
Agrilink Foods, Inc. ("Agrilink"), a wholly owned subsidiary of Pro-Fac, will
provide certain management consulting and administrative services to PF
Acquisition. The business operates five frozen plant facilities in the states of
Oregon and Washington and employs approximately 600 full-time people. It sources
crops from approximately 190 growers in the Northwest.
PF Acquisition's purchase of the frozen vegetable processing business of Agripac
is not a significant acquisition with respect to Pro-Fac.
Restructuring:
On February 26, 1999, Agrilink announced that it is restructuring its nationwide
operations to a one-company organization, effective July 1, 1999.
Agrilink employs about 5,500 people on a full time basis nationwide and this
restructuring will result in the reduction of approximately five percent of the
overall workforce. Agrilink anticipates recording a charge associated with these
restructuring activities of approximately five million dollars in its third
quarter ending March 27, 1999.
Management believes a one-company structure is critical in meeting the needs of
customers and other stakeholders. The consolidation will provide the focus
required to make the best use of all resources.
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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: March 4, 1999
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)
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