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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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CURTICE-BURNS FOODS, INC.
(Name of Subject Company)
CURTICE-BURNS FOODS, INC.
(Name of Person Filing Statement)
Class A Common Stock, Par Value $0.99 Per Share
Class B Common Stock, Par Value $0.99 Per Share
(Title of Class of Securities)
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231382102
231382201
(CUSIP Number of Class of Securities)
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Mr. J. William Petty
President and Chief Executive Officer
Curtice-Burns Foods, Inc.
90 Linden Place, P.O. Box 681
Rochester, NY 14603
(716) 383-1850
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the person
filing statement)
With Copies to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
New York, NY 10019
(212) 474-1000
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<PAGE>2
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") filed with the Securities and Exchange
Commission on September 28, 1994 by Curtice-Burns Foods,
Inc., a New York corporation (the "Company"), in connection
with a proposed tender offer by PF Acquisition Corp., a
New York corporation and a wholly owned subsidiary of Pro-
Fac Cooperative, Inc., a New York cooperative corporation,
to purchase all outstanding shares of Class A Common Stock,
par value $0.99 per share, and Class B Common Stock,
par value $0.99 per share, (together, the "Shares") of the
Company at a price of $19 per Share, net to the seller in
cash. Capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to such terms in
the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
The response to Item 4 is hereby amended by adding
thereto the following:
On October 20, 1994, the Company mailed to its
shareholders its annual report for the fiscal year ended
June 1994. Such Annual Report was accompanied by a letter
dated October 12, 1994, from J. William Petty, the Company's
President and Chief Executive Officer, reminding
shareholders that the Company's Board of Directors has
approved the Offer. A copy of such letter is attached
hereto as Exhibit 14 and is incorporated herein by
reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by adding thereto the
following exhibit:
Exhibit 14 -Letter to the Company's Shareholders
dated October 12, 1994.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
/s/ J. William Petty
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Name: J. William Petty
Title: President and Chief
Executive Officer
Date: October 20, 1994
<PAGE>4
EXHIBIT INDEX
Exhibit 14 Letter to the Company's Shareholders dated
October 12, 1994.
EXHIBIT 14
[Letterhead of]
CURTICE-BURNS FOODS, INC.
October 12, 1994
Dear Curtice Burns Shareholder:
I am pleased to enclose Curtice Burns' Annual Report to
Shareholders for the Fiscal Year ended June, 1994. In view
of the pending $19 per share cash tender offer by Pro-Fac
Cooperative, Inc. for all outstanding Curtice Burns shares,
this may be the last annual report that is issued by Curtice
Burns to its shareholders. Because of the pending Pro-Fac
tender offer, which is currently scheduled to expire on
November 2, 1994, we have decided not to hold the Annual
Meeting of Shareholders in November.
I would like to remind you that your Board of Directors has
approved Pro-Fac's $19 per share tender offer and
recommended that Curtice Burns shareholders accept Pro-Fac's
offer and tender their shares. Pro-Fac's tender offer is
currently set to expire at 12:00 Midnight Eastern Time on
November 2, 1994. If you have any questions regarding the
tender offer or need assistance in tendering your shares,
please call Beacon Hill Partners, Inc., which is acting as
Pro-Fac's information agent, at 1-800-755-5001 (toll free)
or MacKenzie Partners, Inc., which is assisting Curtice
Burns, at 1-800-322-2885 (toll free).
Sincerely,
/s/ J. William Petty
J. William Petty
JWP:ppc
