SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended OCTOBER 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0 - 1653
GENESEE CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 16-0445920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
445 St. Paul Street, Rochester, New York 14605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 546-1030
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
As of the date of this report, the Registrant had the following shares of
common stock outstanding:
Number of Shares
Class Outstanding
Class A Common Stock (voting), 209,885
par value $.50 per share
Class B Common Stock (non-voting), 1,406,273
par value $.50 per share
<PAGE>
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 28, 1995 and April 30, 1995
UNAUDITED AUDITED
(Dollars in Thousands) October 28, 1995 April 30, 1995
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,225 $ 10,422
Marketable securities available for sale, at market 38,450 34,300
Trade accounts receivable, less allowance for doubtful accounts
of $578 at October 28, 1995; $565 at April 30, 1995 10,460 11,067
Inventories, at lower of cost (FIFO) or market;
Finished goods 3,778 3,933
In process 1,326 1,190
Raw materials 7,998 8,493
Total Inventories 13,102 13,616
Deferred income tax assets - current 1,783 1,680
Real estate mortgage receivable - current - 5,807
Other current assets 2,784 1,460
Total current assets 68,804 78,352
Property, plant and equipment, at cost 123,084 119,444
Less accumulated depreciation 93,483 91,053
Net property, plant and equipment 29,601 28,391
Investment in and notes receivable from unconsolidated real estate 8,528 4,305
investments
Investment in:
Direct financing leases 3,821 3,511
Leveraged leases 18,940 19,646
Total investments in leases 22,761 23,157
Deferred income tax assets - long term 12,089 12,539
Other non current assets 2,377 1,955
Total assets $144,160 $148,699
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long term debt of consolidated real
estate partnerships $ - $ 4,038
Accounts payable 8,820 9,278
Accrued expenses and other liabilities 5,330 5,986
Federal and state income and excise taxes payable 768 742
Federal and state beer taxes 1,749 2,226
Deferred income taxes - current 835 828
Accrued postretirement benefits - current 582 582
Total current liabilities 18,084 23,680
Deferred income taxes - long term 19,091 18,635
Accrued postretirement benefits - long term 15,698 15,698
Other liabilities 443 308
Total liabilities 53,316 58,321
Minority interests in consolidated subsidiaries 1,392 1,428
Shareholders' equity:
Common stock Class A 105 105
Common stock Class B 753 753
Additional paid-in capital 5,839 5,882
Retained earnings 85,895 86,870
Unrealized gain / (loss) on marketable securities, net of 395 (652)
income taxes
Less treasury stock 3,535 4,008
Total shareholders' equity 89,452 88,950
Total liabilities and shareholders' equity $144,160 $148,699
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF EARNINGS AND RETAINED EARNINGS
Thirteen Weeks Ended October 28, 1995 and October 29, 1994
(Dollars in Thousands,
Except Per Share Data) UNAUDITED
1995 1994
<S>
<C> <C>
Revenues $46,210 41,660
Less:
Federal and state beer taxes 9,925 9,100
Sales returns and allowances 959 889
10,884 9,982
Net revenues 35,326 31,678
Cost of sales 27,778 22,301
Gross profit 7,548 9,377
Selling, general and administrative expenses 8,521 8,037
Operating income / (loss) (973) 1,340
Investment income 780 763
Other income / (expense), net 82 (16)
Gain on sale of interest in real estate partnership - 1,670
Interest of minority partners in earnings of
consolidated subsidiaries (193) (114)
Earnings / (loss) before income taxes and cumulative
effect of change in accounting principle (304) 3,643
Income taxes (122) 1,445
Net earnings / (loss) - ($.11) per share
in 1995, $1.37 in 1994 (182) 2,198
Retained earnings at beginning of period 87,209 85,240
Less: Dividends - $.70 per share in 1995
and $.60 per share in 1994 1,132 961
Retained earnings at end of period $85,895 $86,477
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF EARNINGS AND RETAINED EARNINGS
Twenty Six Weeks Ended October 28, 1995 and October 29, 1994
(Dollars in Thousands,
Except Per Share Data) UNAUDITED
1995 1994
<S>
<C> <C>
Revenues $ 97,351 89,684
Less:
Federal and state beer taxes 21,834 20,329
Sales returns and allowances 1,828 1,606
23,662 21,935
Net revenues 73,689 67,749
Cost of sales 56,974 48,513
Gross profit 16,715 19,236
Selling, general and administrative expenses 16,879 15,759
Operating income / (loss) (164) 3,477
Investment income 1,602 1,583
Other income / (expense), net 75 (159)
Gain on sale of interest in real estate partnership - 1,670
Interest of minority partners in earnings of
consolidated subsidiaries (315) (321)
Earnings before income taxes and cumulative
effect of change in accounting principle 1,198 6,250
Income taxes 479 2,476
Net earnings before cumulative effect
of change in accounting principle 719 3,774
Cumulative effect to May 1, 1994 of change in
accounting for investments in debt and equity securities - 760
Net earnings - $.45 per share
in 1995, $2.83 in 1994 719 4,534
Retained earnings at beginning of period 86,869 83,385
Less: Dividends - $1.05 per share in 1995
and $.90 per share in 1994 1,693 1,442
Retained earnings at end of period $85,895 $86,477
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twenty-Six Weeks Ended October 28, 1995 and October 29, 1994
UNAUDTIED
(Dollars in Thousands)
1995 1994
<S>
<C> <C>
Cash flows from operating activities:
Net Income $ 719 4,534
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of change in accounting principle - (760)
Depreciation 2,430 2,635
Other 326 (1,348)
Changes in non-cash assets and liabilities:
Trade accounts receivable 594 2,508
Inventories 514 (191)
Deferred income tax assets 347 552
Other assets (1,746) (540)
Accounts payable (458) (1,354)
Accrued expenses and other liabilities (656) 503
Income taxes payable 26 1,291
Federal and state beer taxes (477) (583)
Deferred income tax liabilities (234) (265)
Accrued postretirement benefits - 539
Other liabilities 135 238
Net cash provided by operating activities 1,520 7,759
Cash flows from investing activities:
Capital expenditures (3,640) (1,399)
Proceeds from sale of property, plant, and equipment - 10,948
Sale of marketable securities 3,058 1,997
Purchases of marketable securities (5,463) (9,845)
Investments in and advances to unconsolidated real estate investments, net of distributions (4,223) 97
Net investment in direct financing and leveraged leases 396 (181)
Repayment of real estate mortgage receivable 5,807 193
Withdrawals by minority interest (351) (381)
Net cash (used in) provided by investing activities (4,416) 1,429
Cash flows from financing activities:
Principal payments on long term debt of consolidated real estate partnerships (4,038) (5,771)
Dividends paid (1,693) (1,442)
Net proceeds from treasury stock transactions 430 14
Net cash (used in) provided by financing activities (5,301) (7,199)
Net increase / (decrease) in cash and cash equivalents (8,197) 1,989
Cash and cash equivalents at beginning of period 10,422 7,159
Cash and cash equivalents at end of period $ 2,225 9,148
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes $151 844
Interest paid on consolidated real estate investment mortgage debt $ 76 400
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
GENESEE CORPORATION
Notes to Consolidated Financial Statements
NOTE (A) The weighted average number of Class A and Class B shares outstanding
used in the computation of net earnings per share is 1,608,726 for the
thirteen week period ended October 28, 1995 and 1,601,841 for the
thirteen week period ended October 29, 1994. The weighted average
number of Class A and Class B shares outstanding used in the
computationof net earnings per share is 1,605,576 for the twenty six
weeks ended October 28, 1995 and 1,601,662 for the twenty six weeks
ended October 29, 1994.
NOTE (B) The Corporation's consolidated financial statements enclosed herein are
unaudited with the exception of the Consolidated Balance Sheet at
April 30, 1995 and, because of the seasonal nature of the business and
the varying schedule of its special sales efforts, these results are
not necessarily indicative of the results to be expected for the entire
year.
NOTE (C) In the opinion of management, the interim financial statements reflect
all adjustments, consisting of only normal recurring items which are
necessary for a fair presentation of the results for the periods
presented.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Comparison of 13 weeks ended October 28, 1995 to 13 weeks ended October 29, 1994
Consolidated net revenues for the 13 weeks ended October 28, 1995 were $35.3
million, an increase of $3.6 million over the consolidated net revenues reported
for the same period last year. The higher revenues were the result of increased
malt beverage, iced tea mix and side dish sales.
On a consolidated basis, the Corporation reported a $973,000 operating loss for
the second quarter compared to an operating profit of $1.3 million for the same
period last year. This year's second quarter loss is attributable to a
substantial increase in the cost of aluminum cans and to planned increases in
Genesee Brewing Company's sales and marketing expenditures.
As a result of lower operating earnings, the Corporation reported a consolidated
net loss of $182,000, or ($.11) per share in the second quarter this year,
compared to net earnings of $2.2 million, or $1.37 per share, for the same
period last year. Last year's net income included a $1.7 million pre-tax gain on
the sale of a real estate investment.
Individually, the Corporation's subsidiaries performed as follows:
Genesee Brewing Company
Genesee Brewing Company's net sales in the second quarter were $28.7 million, an
increase of $2.2 million or 8.3% from last year's net sales of $26.5 million.
Barrel volume increased 8.2% in the second quarter this year. The increase in
net sales and barrel sales for Genesee Brewing Company was the result of
continued growth in the sales of value-priced 30 and 36 can "multi-paks" and
JW Dundee's Honey Brown Lager.
The growth in multi-pak sales nearly offset the volume decline in Genesee
Brewing Company's more established "core" brands. In recent years, Genesee
Brewing Company and most other brewers have experienced volume declines in their
established brands due to changing consumer preferences that favor new brands
and "niche" products targeted at specific consumer markets. In response to the
growth opportunities in the craft beer segment, Genesee Brewing Company recently
formed the HighFalls Brewing Company division which is now the umbrella entity
for all of Genesee Brewing Company's craft brand sales efforts. The HighFalls
brands (which include JW Dundee's Honey Brown Lager and the Michael Shea's
family of brands) have increased their penetration in Genesee Brewing Company's
traditional markets and have expanded distribution into new markets such as
Texas and Nebraska. As result, HighFalls volume was up in the second quarter
this year compared to the same period last year.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Despite higher barrel sales, Genesee Brewing Company's gross profit declined to
$6.0 million or 20.9% of net sales in the second quarter fiscal 1996, compared
to $8.0 million or 31.2% of net sales, in the second quarter of fiscal 1995. The
effect of increased barrel volume was offset by an unfavorable shift in package
mix away from higher margin returnable, refillable packages and into lower
margin, value-priced multi-paks. However, the decrease in gross profit was
primarily the result of a substantial increase in the cost of aluminum cans that
went into effect January 1, 1995 and has adversely affected all domestic brewing
companies that use aluminum cans. The can cost increase accounted for
approximately $1.4 million of the decline in Genesee Brewing Company's gross
profit in the second quarter this year. In addition, the second quarter last
year included a $220,000 refund of federal excise tax on beer shipments, which
is not expected in fiscal 1996 due to the increase in barrel sales.
Genesee Brewing Company's selling, general and administrative expense increased
by $900,000 in the second quarter of fiscal 1996 compared to the same period
last year. The increase reflects planned increases in sales and marketing
expenditures primarily to support the HighFalls brands.
The aluminum can cost increase and the higher sales and marketing expenditures
resulted in a second quarter operating loss of $1.8 million for Genesee Brewing
Company compared to an operating profit of $1.1 million reported in the second
quarter last year. However, during the fourth quarter of calendar year 1995,
aluminum prices have been declining. As a result, Genesee Brewing Company
was able to negotiate a new aluminum can supply contract which is expected to
reduce aluminum can costs by at least $1 million in calendar year 1996.
During the second quarter of fiscal 1996, the Genesee Brewing Company began
production on a contract to brew and package malt beverage products for the
Boston Beer Company under the Samuel Adams Boston Lager label. The initial
volumes were small, but production is expected to gradually grow and include
additional Samuel Adams brands and packages. Production for Boston Beer Company
will allow Genesee Brewing Company to make greater utilization of its existing
plant capacity.
Ontario Foods
Net sales for Ontario Foods were $6.1 million in the second quarter of fiscal
1996, compared to $4.6 million for the second quarter last year. The sales
increase is attributable to continued growth in side dish sales, higher sales of
iced tea mix and the addition of the private label product lines acquired from a
New Jersey food processing company in the third quarter of fiscal 1995.
Due to the increased sales and favorable sales mix, Ontario Foods reported
second quarter operating income of $489,000, compared to $167,000 reported last
year.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Genesee Ventures
Genesee Ventures, Inc., the Corporation's equipment leasing and real estate
investment subsidiary, reported operating income of $553,000 for the second
quarter of fiscal 1996, compared to $475,000 for the second quarter of fiscal
1995. The higher operating income was primarily due to favorable lease residual
experience.
Comparison of 26 weeks ended October 28, 1995 to 26 weeks ended October 29, 1994
Consolidated net revenues for the 26 weeks ended October 28, 1995 were $73.7
million, an increase of $6.0 million over the consolidated net revenues reported
for the same period last year. The higher revenues were the result of increased
malt beverage, iced tea mix and side dish sales.
On a consolidated basis, the Corporation reported a $164,000 operating loss for
the first half compared to an operating profit of $3.5 million for the same
period last year. This year's first half loss is attributable to a substantial
increase in the cost of aluminum cans and to planned increases in Genesee
Brewing Company's sales and marketing expenditures.
As a result of lower operating earnings, the Corporation reported consolidated
net earnings of $719,000, or $.45 per share in the first half this year,
compared to net earnings of $4.5 million, or $2.83 per share, for the same
period last year. Last year's net income included a $1.7 million pre-tax gain on
the sale of a real estate investment and a $760,000 after-tax benefit from a
change in accounting treatment for debt and equity securities required by
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
Individually, the Corporation's subsidiaries performed as follows:
Genesee Brewing Company
Genesee Brewing Company's net sales in the first half were $62.7 million, an
increase of $5.1 million or 8.9% from last year's net sales of $57.6 million.
Barrel volume increased 7.2% in the first half this year. The increase in net
sales and barrel sales for Genesee Brewing Company was the result of continued
growth in the sales of value-priced 30 and 36 can "multi-paks" and JW Dundee's
Honey Brown Lager.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The growth in multi-pak sales nearly offset the volume decline in Genesee
Brewing Company's more established "core" brands. In recent years, Genesee
Brewing Company and most other brewers have experienced volume declines in their
established brands due to changing consumer preferences that favor new brands
and "niche" products targeted at specific consumer markets. In response to the
growth opportunities in the craft beer segment, Genesee Brewing Company recently
formed the HighFalls Brewing Company division which is now the umbrella entity
for all of Genesee Brewing Company's craft brand sales efforts. The HighFalls
brands (which include JW Dundee's Honey Brown Lager and the Michael Shea's
family of brands) have increased their penetration in Genesee Brewing Company's
traditional markets and have expanded distribution into new markets such as
Texas and Nebraska. As result, HighFalls volume was up in the first six months
this year compared to the same period last year.
Despite higher barrel sales, Genesee Brewing Company's gross profit was $14.5
million or 23.1% of net sales in the first half of fiscal 1996, compared to
$17.0 million or 29.5% of net sales in the first half of fiscal 1995. The effect
of increased barrel volume was offset by an unfavorable shift in package mix
away from higher margin returnable, refillable packages and into lower margin,
value- priced multi-paks. However, the decrease in gross profit was primarily
the result of a substantial increase in the cost of aluminum cans that went into
effect January 1, 1995 and has adversely affected all domestic brewing companies
that use aluminum cans. The can cost increase accounted for approximately $3.0
million of the decline in Genesee Brewing Company's gross profit in the first
half this year. In addition, the first half of last year included a $220,000
refund of federal excise tax on beer shipments, which is not expected in fiscal
1996 due to the increase in barrel sales.
Genesee Brewing Company's selling, general and administrative expense increased
by $1.2 million in the first half of fiscal 1996 compared to the same period
last year. The increase reflects the planned increases in sales and marketing
expenditures primarily to support the HighFalls brands.
The aluminum can cost increase and the higher sales and marketing expenditures
resulted in a first half operating loss of $1.1 million for Genesee Brewing
Company compared to an operating profit of $2.7 million reported in the first
half last year. However, during the fourth quarter of calendar year 1995,
aluminum prices have been declining. As a result, Genesee Brewing Company
was able to negotiate a new aluminum can supply contract which is expected to
reduce aluminum can costs by at least $1 million in calendar year 1996.
During the second quarter of fiscal 1996, the Genesee Brewing Company began
production on a contract to brew and package malt beverage products for the
Boston Beer Company under the Samuel Adams Boston Lager label. The initial
volumes were small, but production is expected to gradually grow to include
additional Samuel Adams brands and packages. Production for Boston Beer Company
will allow Genesee Brewing Company to make greater utilization of its existing
plant capacity.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Ontario Foods
Net sales for Ontario Foods were $9.9 million in the first half of fiscal 1996,
compared to $8.2 million for the first half last year. The sales increase is
attributable to continued growth in side dish sales, higher sales of iced tea
mix and the addition of the private label product lines acquired from a New
Jersey food processing company in the third quarter of fiscal 1995.
Due to the increased sales and favorable sales mix, Ontario Foods reported first
half operating income of $316,000, compared to $96,000 reported last year.
Genesee Ventures
Genesee Ventures, Inc., the Corporation's equipment leasing and real estate
investment subsidiary, reported operating income of $947,000 for the first half
of fiscal 1996, compared to $1.2 million for the first half of fiscal 1995. Last
year's operating income included income from Genesee Venture's interest in a
Columbus, Ohio apartment project that was sold in August 1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents, and marketable securities totaled $40.7 million on
October 28, 1995, compared to $44.7 million at April 30, 1995. The lower
balances were primarily the result of the decreased profitability of Genesee
Brewing Company due to the aluminum can increase, capital spending for major
modifications to one of Genesee Brewing Company's bottling lines, and the use of
funds in August 1995 to acquire a 50% interest in a 125 unit apartment complex
located in a suburb of Rochester, New York.
Trade receivables at October 28, 1995 were approximately $600,000 lower than the
balances reported at April 30, 1995. The peak selling season for Genesee Brewing
Company is typically April through August. Genesee Brewing Company's receivables
are traditionally higher at fiscal year end and throughout the summer months.
Inventories at October 28, 1995 were approximately $514,000 lower than the
balances reported at April 30, 1995. Ontario Foods typically purchases sugar
during the winter months to take advantage of lower material prices for spring
and summer production of iced tea and drink mixes. Ontario Foods' sugar
inventories therefore decline throughout the summer months and are at a low
point in the third fiscal quarter.
<PAGE>
GENESEE CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
On June 12, 1995 the Corporation received payment in full on the $5.8 million
mortgage receivable shown on the Corporation's consolidated balance sheet at
April 30, 1995. Simultaneously, the Corporation paid off underlying mortgages
and term notes payable having a combined principal balance of approximately $4.0
million at April 30, 1995. The mortgage receivable and notes payable relate to
the November 1990 sale of the Hamburg, New York manufactured home park owned by
a partnership in which the Corporation had a 50% (and later a 95%) interest.
Other current assets at October 28, 1995 increased due to the timing of
purchases of point-of-sale and re-sale promotional merchandise. The
point-of-sale items are typically purchased in the first half of the fiscal year
and sold to distributors over the remainder of the fiscal year, with balances
being depleted by year end. Due to the increase in the number of malt beverage
products, expansion into new markets, and to a newly established consumer
fulfillment program, re-sale merchandise balances were somewhat higher than they
had been in the past.
During fiscal 1995, Genesee Brewing Company initiated a plan to make major
modifications to one of it's bottling lines. These modifications include
installation of rotary labelers which will enhance Genesee Brewing Company's
ability to offer upscale packaging as part of it's efforts to capitalize on the
trend towards specialty brews. This capital project is nearing completion and
will be in service for the third quarter of fiscal 1996. At the end of the
second quarter of fiscal 1996, $2.9 million had been spent on this project.
Current liabilities at October 28, 1995 were down $5.6 million from fiscal year
end. This decrease was primarily attributable to paying off the underlying
mortgages and term notes payable as mentioned above.
The Corporation adopted Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, ( SFAS #115)
effective May 1, 1994. In expanding the use of fair value accounting, the
Corporation has classified its entire investment portfolio as "available for
sale". Securities available for sale are reported at fair value, with unrealized
gains and losses credited or charged, net of income tax,, directly to
stockholders' equity. The fair value of the Corporation's marketable securities
available for sale increased by approximately $1.0 million, net of income tax,
since April 30, 1995 due to the overall strength of financial markets over that
period.
<PAGE>
GENESEE CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In September 1992, Myrtha Herandez, doing business as Upstate Returns, commenced
a lawsuit in U.S. District Court of the Western District of New York against
Genesee Brewing Company and beer distributors and soft drink bottlers in
Rochester, New York. The lawsuit alleged that Genesee Brewing Company conspired
with the other defendants in violation of federal and state antitrust statutes
to prohibit and restrain the plaintiff from entering the beverage container
recycling business. The complaint sought compensatory damages of $1,000,000,
trebling thereof under applicable antitrust statutes, punitive damages of
$15,000,000, attorneys fees, costs, and disbursements. In response to motions by
Genesee Brewing Company and the other defendants, the District Court dismissed
all causes of action against Genesee Brewing Company and all other defendants on
May 2, 1995. On July 12, 1995, the Second Circuit Court of Appeals rejected the
plaintiff's notice of appeal and the case was terminated on August 11, 1995 when
the plaintiff failed to apply to reinstate the appeal within thirty days.
Item 4. Submission of Matters to Vote of Security Holders
The Corporation's annual meeting of Class A shareholders was held on October 19,
1995. At the annual meeting, shareholders elected William A. Buckingham, Samuel
T. Hubbard, Jr., Robert N. Latella, and John D. Reifenrath to serve as directors
until the annual meeting of shareholders in 1998. The terms of office of
Stephen B. Ashley, Thomas E. Clement, Gary C. Geminn, William J. Hoot, Richard
P. Miller, Jr., John L. Wehle, Jr., and Charles S. Wehle continued after the
annual meeting of sharehoLders.
At the annual meeting, Class A shareholders also approved by a vote of 155,396
Shares for and 9,614 shares against, a proposal to amend the Genesee Corporation
1992 Stock Plan, which proposal had previously been adopted by the Corporation's
Board of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) No exhibits are being filed with this report.
(b) The Corporation did not file any reports on Form 8-K during the
quarter for which this report is filed.
<PAGE>
GENESEE CORPORATION
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.
GENESEE CORPORATION
Date: 12/8/95 / s / Robert N. Latella
Robert N. Latella
Executive Vice President
and Chief Operating Officer
Date: 12/8/95 / s / Edward J. Rompala
Edward J. Rompala
Vice President and Treasurer
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-27-1996
<PERIOD-END> OCT-28-1995
<CASH> 2,225
<SECURITIES> 38,450
<RECEIVABLES> 11,038
<ALLOWANCES> 578
<INVENTORY> 13,102
<CURRENT-ASSETS> 68,804
<PP&E> 123,084
<DEPRECIATION> 93,483
<TOTAL-ASSETS> 144,160
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<CGS> 56,974
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