CURTICE BURNS FOODS INC
8-K/A, 1996-10-16
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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                                Page 1 of 3 Pages


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                                    FORM 8-K/A


                                 Current Report

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):

                                 October 9, 1996

                            CURTICE-BURNS FOODS, INC.
               (Exact Name of Registrant as Specified in Charter)

                                    New York
                 (State or other jurisdiction of incorporation)

                Registration Statement (Form S-4) Number 33-56517


                                   16-0845824
                      (IRS Employer Identification Number)


             90 Linden Place, PO Box 681, Rochester, New York 14603

            (Address of Principal Executive Offices)        (Zip Code)


               Registrant's Telephone Number Including Area Code:

                                 (716) 383-1850


<PAGE>


Item 5.  Other Matters


                SILGAN CONTAINERS ACQUIRES FINGER LAKES PACKAGING


On October 9, 1996, Curtice-Burns Foods, Inc. ("Curtice Burns" or the "Company")
completed the sale of Finger Lakes Packaging to Silgan  Containers  Corporation.
Finger  Lakes  is a  can-making  facility  based  in  Lyons,  New  York,  with a
manufacturing facility in Benton Harbor,  Michigan, that had been a wholly-owned
subsidiary of Curtice Burns since 1986. The transaction  price was approximately
$30.0  million and  includes a long-term  supply  agreement  between  Silgan and
Curtice  Burns. A gain of  approximately  $4.0 million will be recognized in the
Company's second quarter earnings. Proceeds from this sale were applied to debt.

Silgan Containers  Corporation is an indirect wholly-owned  subsidiary of Silgan
Holdings Inc., headquartered in Stamford,  Connecticut, a leading North American
manufacturer of consumer goods packaging products, that currently produces steel
and  aluminum  containers  for human and pet food and  custom  designed  plastic
containers  for  personal  care,  health,  food,  pharmaceutical  and  household
chemical products.


<PAGE>



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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.



                                              CURTICE-BURNS FOODS, INC.



Dated:  October 10, 1996         By:    /s/         William D. Rice
        ----------------                --------------------------------------
                                                    William D. Rice,
                                                  Senior Vice President,
                                                      and Secretary


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