Exhibit Index at Page 3
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): October 19, 2000
GENESEE CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-1653 16-0445920
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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
Item 5. Other Events.
Genesee Corporation issued a news release on October 19, 2000, which
is filed with this report as Exhibit 99.
Item 7. Exhibits.
An exhibit filed with this report is identified in the Exhibit Index
at Page 3.
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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 hereunto duly authorized.
Genesee Corporation
Date: October 19, 2000 By /s/ Mark W. Leunig
Mark W. Leunig, Vice President and Secretary
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EXHIBIT INDEX
Page
Exhibit 99 News Release Dated October 19, 2000 4
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EXHIBIT 99
FOR IMMEDIATE RELEASE CONTACT: Mark W. Leunig
Director of Investor Relations
(716) 263-9440
GENESEE CORPORATION ANNOUNCES APPROVAL OF
PLAN OF LIQUIDATION AND DISSOLUTION AND
RE-ELECTION OF TWO DIRECTORS
ROCHESTER, NEW YORK, October 19, 2000 -- The Annual Meeting of Class A
Shareholders of Genesee Corporation (NASDAQ/NMS: GENBB) was held today at the
offices of the Corporation.
Shareholders approved a plan to liquidate and dissolve the Corporation.
Under the plan, the Corporation will sell or otherwise dispose of all of its
assets, wind up its business and affairs, and distribute to shareholders the
proceeds received from the disposition of its assets after paying or making
provision for the payment of all debts, expenses, taxes and other liabilities of
the Corporation.
The Corporation has previously announced transactions to sell its
brewing, foods and equipment leasing businesses. The Corporation has entered
into definitive agreements to sell Genesee Brewing Company and the Corporation's
equipment leasing portfolio. These transactions are subject to certain
conditions customary to such transactions and the Corporation is working with
each of the buyers to complete the transactions as quickly as possible. If all
closing conditions are satisfactorily resolved, these transactions are expected
to close in November. The sale of the Corporation's foods business is still in
the due diligence and contract negotiation phase and a closing date has not been
established at this time.
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It is not currently possible to determine the amount that will
ultimately be realized from the sale of the Corporation's assets or the amount
that will ultimately be available for distribution to the Corporation's
shareholders. The amount that will be realized from the sale of the
Corporation's assets will depend on the terms of the transactions in which the
assets are sold, including provision for indemnification and other post-closing
obligations under the agreements pursuant to which the assets are sold. The
amount and timing of liquidating distributions will depend on a number of
factors, including payment or provision for the payment of debts, expenses,
taxes and other liabilities of the Corporation, as well as the timing and cost
of liquidating and winding up of the Corporation's business and affairs. "We are
working hard to conclude the pending transactions quickly so that we can begin
making liquidating distributions as soon as possible," said Mark W. Leunig, Vice
President and Secretary of the Corporation.
Shareholders also re-elected Gary C. Geminn and Charles S. Wehle to serve
three-year terms on the Corporation's Board of Directors. The terms of office
for Board members Stephen B. Ashley, William A. Buckingham and Samuel T.
Hubbard, Jr. continued after the Annual Meeting.
Following the Annual Meeting, the Board of Directors elected the following
officers for the Corporation: Charles S. Wehle, Chairman of the Board; Samuel T.
Hubbard, Jr., President and Chief Executive Officer; John B. Henderson, Senior
Vice President and Chief Financial Officer; Michael C. Atseff, Vice President
and Controller; Mark W. Leunig, Vice President and Secretary; William A.
Neilson, Vice President - Human Resources; and Karl D. Simonson, Vice President
- Foods Division.
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The Corporation also announced the election of the following officers for
Genesee Brewing Company: Samuel T. Hubbard, Jr., President and Chief Executive
Officer; John B. Henderson, Senior Vice President and Chief Financial Officer;
Howard R. Jacobson, Senior Vice President and Chief Marketing Officer; Gary C.
Geminn, Senior Vice President - Operations; Michael C. Atseff, Vice President
and Controller; Todd M. Brady, Vice President - Marketing Development; Scott H.
Harman, Vice President - Manager of County Sales; Mark W. Leunig, Vice President
and Secretary; William A. Neilson, Vice President - Human Resources; Paul H.
Rene, Vice President - Western Sales; Milton P. Eschrich, Assistant Vice
President - Packaging; and James J. Gleichauf, Assistant Vice President - Sales
Administration.
NOTE: Statements made in this news release which are not historical, including
statements regarding the timing and results of the sale of the Corporation's
brewing, foods and equipment leasing businesses, the dissolution and liquidation
of the Corporation and the expected distributions therefrom, are forward-looking
statements. Such forward-looking statements are subject to a number of risks and
uncertainties, and there can be no assurance that the expectations or results
reflected in those statements will be realized or achieved. Such risks and
uncertainties include, without limitation, the failure of the proposed
transactions to close for whatever reasons, further negotiation of terms and
conditions, purchase price adjustments, post-closing indemnification
obligations, the failure of the purchaser of the brewing business to obtain
financing necessary to consummate the transaction, the completion of
satisfactory due diligence for the sale of the foods business, negotiation of a
definitive agreement for the sale of the foods business, the failure to satisfy
other conditions necessary to consummate the sale of the Corporation's operating
businesses such as failure to obtain necessary regulatory approvals and third
party consents, and the possibility that a delay in resolving such conditions
could jeopardize the transactions.
Copies of Genesee Corporation news releases are available free of
charge by calling PRNewswire's Company News On Call at 800-758-5804, Extension
352775, or on the Internet at http;//www.prnewswire.com/cno
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