SENECA FOODS CORPORATION
1162 Pittsford-Victor Road
Pittsford, New York 14534
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
SENECA FOODS CORPORATION will be held at 74 Seneca Street, Dundee, New
York, on Saturday, December 3, 1994, at 9:00 a.m., Dundee time, for the
following purposes:
1. To elect three directors to serve until the annual meeting
of shareholders in 1997 and until their successors are duly
elected and shall qualify.
2. To ratify the appointment by the Board of Directors of Deloitte
& Touche as independent auditors for the fiscal year ending
July 31, 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Accompanying this notice is a Proxy and Proxy Statement. If you are
unable to be present in person, please sign the enclosed form of Proxy and
return it in the enclosed envelope. If you attend the meeting and vote
personally, the Proxy will not be used. Only shareholders of record at the
close of business on October 14, 1994, will be entitled to vote at the
meeting. The prompt return of your Proxy will save the expense of further
communications.
A copy of the Annual Report for the year ended July 31, 1994 also
accompanies this Notice.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
October 14, 1994
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
SENECA FOODS CORPORATION
__________________________________
Date of Mailing: October 21, 1994
Annual Meeting of Shareholders: December 3, 1994
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SENECA FOODS
CORPORATION (HEREINAFTER CALLED THE "COMPANY"). Any Proxy given pursuant
to such solicitation may be revoked by the shareholder at any time prior to
the voting of the Proxy. The signing of the form of Proxy will not
preclude the shareholder from attending the meeting and voting in person.
SHARES REPRESENTED BY THIS PROXY STATEMENT WILL BE VOTED IN ACCORDANCE WITH
THE DIRECTIONS OF THE SHAREHOLDER. The directors of the Company know of no
matters to come before the meeting other than those set forth in this Proxy
Statement. In the event any other matter may properly be brought before
the meeting, the Proxy holders will vote the Proxies in their discretion on
such matter.
All of the expenses involved in preparing and mailing this Proxy
Statement and the material enclosed herewith will be paid by the Company.
The Company will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for expenses reasonably incurred by them in
sending proxy material to beneficial owners of stock.
Only record holders of the voting stock at the close of business on
October 14, 1994 are entitled to vote at the meeting. On that day the
following shares were issued and outstanding: (i) 2,796,555 shares of
Common Stock, $.25 par value per share ("Common Stock"); (ii) 200,000
shares of 6% Cumulative Voting Preferred Stock, $.25 par value per share
("6% Preferred Stock"); (iii) 407,240 shares of 10% Cumulative Convertible
Voting Preferred Stock - Series A, $.25 stated value per share ("10% Series
A Preferred Stock"); and (iv) 400,000 shares of 10% Cumulative Convertible
Voting Preferred Stock - Series B, $.25 stated value per share ("10% Series
B Preferred Stock"). Each such share is entitled to one vote at the
meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Under the By-Laws of the Company, its Board of Directors is divided
into three classes, as equal in number as possible, having staggered terms
of three years each. At this annual meeting three directors will be
elected to serve until the annual meeting in 1997 and until their
successors are duly elected and shall qualify. Unless authority to vote
for the election of directors is withheld or the Proxy is marked to the
contrary as provided therein, the enclosed Proxy will be voted for the
election of the three nominees listed below, each of whom is presently a
director of the Company.
Although the directors do not contemplate that any of the nominees
will be unable to serve, should such a situation arise, the Proxy may be
voted for the election of other persons as directors. Each nominee, to be
elected as a director, must receive the affirmative vote of a majority of
the shares present and entitled to vote at the meeting. Broker non-votes
will be counted under the Company's By-Laws in determining the shares
present at the Annual Meeting, but will not represent a vote in favor of
election and, therefore, will have the same effect as a vote to withhold
authority for election.
The following table sets forth certain information with respect to the
nominees for election as directors and directors whose terms continue beyond the
meeting:
<TABLE>
<CAPTION>
Served as
Director
Director Principal Occupation for Past Five Years(1) Age Since
Directors Standing for Election
<S> <C> <C> <C>
Edward O. Gaylord President of Gaylord & Company, Houston, Texas (venture 62 1975
capital) and the Chairman of EOTT Energy Corporation,
Houston, Texas (oil trading and transportation).(2)
G. Brymer Humphreys President, Humphreys Farm Inc., New Hartford, New York. 53 1983
Kraig H. Kayser President and Chief Executive Officer of the Company
since 1993 and Vice President, Secretary and Chief Financial 34 1985
Officer of the Company from 1991 to 1993; Vice President of
J.P. Morgan Investment Management, Inc. New York,
New York until 1991.
Directors Whose Terms Expire in 1995
David L. Call Dean of the College of Agriculture and Life Sciences, 62 1985
Cornell University, Ithaca, New York.
Susan W. Stuart(3) Marketing Consultant, Fairfield, Connecticut. 39 1986
Directors Whose Terms Expire in 1996
Robert T. Brady President and Chief Executive Officer of Moog Inc., 53 1989
East Aurora, New York (manufacturer of control systems).(4)
Arthur S. Wolcott(3) Chairman of the Company.(5) 68 1949
</TABLE>
(1) Unless otherwise indicated, each nominee has had the same
principal occupation for at least the past five years.
(2) Mr. Gaylord is also a director of Stant Corporation, Richmond, Indiana
(designer, manufacturer and distributor of automotive tools and
accessories) and Imperial Holly Corporation, Sugarland, Texas (sugar
manufacturer).
(3) Arthur S. Wolcott and Susan W. Stuart are father and daughter.
(4) Mr. Brady is also a director of Acme Electric Corporation, East Aurora, New
York (manufacturer of electronic power supplies) and Astronics Corporation,
Orchard Park, New York (manufacturer of specialty niche products).
(5) Mr. Wolcott is also a director of Moog Inc., East Aurora, New York
(manufacturer of control systems).
<TABLE>
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
Served as
<CAPTION> Officer
Officer Principal Occupation for Past Five Years(1) Age Since
<S> <C> <C> <C>
Arthur S. Wolcott See table under "Election of Directors". 68 1949
Kraig H. Kayser See table under "Election of Directors". 34 1991
Alvin L. Gauvin Senior Vice President, Sales and Marketing of the Company 46 1987
since 1992 and Senior Vice President, Sales until 1992.
Ricke A. Kress Senior Vice President, Operations of the Company since 1993, 43 1984
Vice President, Technical Services from 1991 to 1993 and
Vice President, Research and Development until 1991.
Devra A. Bevona Treasurer of the Company. 44 1988
Jeffrey L. Van Riper Secretary since 1993 and Controller since 1986 of the 38 1986
Company.
</TABLE>
(1) Unless otherwise indicated, each officer has had the same principal
occupation for at least the past five years.
OWNERSHIP OF SECURITIES
Ownership by Management. The following table sets forth certain
information with respect to beneficial ownership of the Company's outstanding
Common Stock, 6% Preferred Stock, 10% Series A Preferred Stock and 10% Series B
Preferred Stock by each nominee and director and by all directors, nominees and
officers as a group as of August 1, 1994 ("beneficial ownership" for these
purposes is determined in accordance with applicable Securities and Exchange
Commission ["SEC"] rules and includes shares over which a person has sole or
shared voting power or investment power):
<TABLE>
<CAPTION>
Shares(1)
Beneficially Percent
Nominees for Election Title of Class Owned of Class
<S> <C> <C> <C>
Edward O. Gaylord Common Stock 4,544 0.2 %
G. Brymer Humphreys Common Stock 1,200 - (2)
Kraig H. Kayser Common Stock 297,654(3) 10.6
6% Preferred Stock 8,000(4) 4.0
10% Series A Preferred Stock 173,812(5) 42.7
10% Series B Preferred Stock 165,080(6) 41.3
Directors Whose Terms
do not Expire
David L. Call Common Stock 600 - (2)
Susan W. Stuart Common Stock 202,510(7) 7.2
6% Preferred Stock 25,296 12.6
Arthur S. Wolcott Common Stock 333,108(8) 11.9
6% Preferred Stock 63,288(9) 31.7
10% Series A Preferred Stock 212,840(10) 52.2
10% Series B Preferred Stock 212,200(11) 53.1
All directors, nominees Common Stock 562,252(13) 20.1
and officers as a group(12) 6% Preferred Stock 96,584(14) 48.3
10% Series A Preferred Stock 386,652(15) 94.9
10% Series B Preferred Stock 377,280(16) 94.4
</TABLE>
(1) Unless otherwise stated, each person named in the table has sole
voting and investment power with respect to the shares indicated as
beneficially owned by that person. No stock options are held by any
of the named individuals or the group. The holdings of Common Stock
listed in the table do not include the shares obtainable upon
conversion of the 10% Series A Preferred Stock and the 10% Series B
Preferred Stock, which are currently convertible into Common Stock on
the basis of 20 and 30 preferred shares, respectively, for each common
share.
(2) Less than 0.1%.
(3) Mr. Kayser has sole voting and investment power over 49,628 shares of
Common Stock owned by him and sole voting but no investment power over
32,650 shares owned by his siblings and their children which are
subject to a voting trust agreement. Mr. Kayser has shared voting and
investment power with respect to 76,644 shares held in two trusts of
which he is a co-trustee and in which he and members of his family are
beneficiaries. Robert Oppenheimer of Rochester, New York is the other
co-trustee of the trusts. The shares in the table include (i) 34,942
shares held by the Company's Tax Credit Employee Stock Ownership Plan
Trust (the "PAYSOP"), of which Mr. Kayser is a trustee, (ii) 78,188
shares held by the Seneca Foods Corporation Employees' Pension Benefit
Plan (the "Pension Plan"), of which Mr. Kayser is a trustee (see
"Principal Owners of Voting Stock") and (iii) 25,602 shares held by
the Seneca Foods Foundation (the "Foundation"), of which Mr. Kayser is
a director. The shares in the table do not include (i) 14,912 shares
owned by Mr. Kayser's mother or (ii) 19,000 shares held in trust for
Mr. Kayser's mother. Mr. Kayser has shared voting and investment
power with respect to the shares held by the PAYSOP, the Pension Plan
and the Foundation. He disclaims beneficial ownership of the shares
held by his mother and in trust for his mother.
(4) Does not include 27,536 shares of 6% Preferred Stock held by Mr.
Kayser's brother, as to which Mr. Kayser disclaims beneficial
ownership. See also the table in "Principal Owners of Voting Stock".
(5) Mr. Kayser has shared voting and investment power with respect to
141,644 shares of 10% Series A Preferred Stock held in two trusts
described in note 3 above. The total 173,812 shares of 10% Series A
Preferred Stock are convertible into 8,690 shares of Common Stock.
(6) Mr. Kayser has shared voting and investment power with respect to
165,080 shares of 10% Series B Preferred Stock held in two trusts
described in note 3 above. These shares are convertible into 5,502
shares of Common Stock.
(7) The shares in the table include (i) 9,590 shares of Common Stock held
by Ms. Stuart's husband, (ii) 34,942 shares held by the PAYSOP, of
which Ms. Stuart is a trustee, (iii) 78,188 shares held by the Pension
Plan, of which Ms. Stuart is a trustee (see "Principal Owners of
Voting Stock") and (iv) 25,602 shares held by the Foundation, of which
Ms. Stuart is a director. Ms. Stuart has shared voting and investment
power with respect to the shares held by the PAYSOP, the Pension Plan
and the Foundation. She disclaims beneficial ownership of the shares
held by her husband.
(8) The shares in the table include (i) 65,040 shares of Common Stock held
by Mr. Wolcott's wife, (ii) 34,942 shares held by the PAYSOP, of which
Mr. Wolcott is a trustee, (iii) 78,188 shares held by the Pension
Plan, of which Mr. Wolcott is a trustee (see "Principal Owners of
Voting Stock") and (iv) 25,602 shares held by the Foundation, of which
Mr. Wolcott is a director. Does not include 255,112 shares of Common
Stock held directly by Mr. and Mrs. Wolcott's offspring and their
spouses (including Susan W. Stuart). Mr. Wolcott has shared voting
and investment power with respect to the shares held by the PAYSOP,
the Pension Plan and the Foundation. He disclaims beneficial
ownership with respect to the shares held by his offspring and their
spouses and his wife.
(9) Includes 30,444 shares of 6% Preferred Stock held under a shareholder
voting agreement giving Mr. Wolcott sole voting power of the shares,
but not investment power or beneficial ownership of the shares. Does
not include 101,176 shares of 6% Preferred Stock held directly by Mr.
and Mrs. Wolcott's offspring (including Susan W. Stuart), as to which
Mr. Wolcott disclaims beneficial ownership.
(10) These shares are convertible into 10,642 shares of Common Stock.
(11) These shares are convertible into 7,073 shares of Common Stock.
(12) Does not include 300 shares of Common Stock owned by Mr. Brady's
children as to which Mr. Brady disclaims beneficial ownership.
(13) See notes 3, 7 and 8 above.
(14) See notes 4 and 9 above.
(15) See notes 5 and 10 above.
(16) See notes 6 and 11 above.
Principal Owners of Voting Stock. The following table sets forth, as
of August 1, 1994, certain information with respect to persons known by the
Company to be the beneficial owners of more than five percent of the
classes of stock entitled to vote at the meeting ("beneficial ownership"
for these purposes is determined in accordance with applicable SEC rules
and includes shares over which a person has sole or shared voting power or
investment power). The holdings of Common Stock listed in the table do not
include the shares obtainable upon conversion of the 10% Series A Preferred
Stock and the 10% Series B Preferred Stock, which are currently convertible
into Common Stock on the basis of 20 and 30 preferred shares, respectively,
for each common share.
<TABLE>
<CAPTION>
Amount of Shares and
Nature
of Beneficial
Ownership
Sole Voting/ Shared Voting/
Name and Address of Investment Investment Percent
Title of Class Beneficial Owner Power Power Total of Class
<S> <C> <C> <C> <C> <C>
6% Preferred Stock Arthur S. Wolcott(1) 32,844 30,444(2) 63,288 31.7%
L. Jerome Wolcott, Sr. Trust - 30,444(3) 30,444 15.2
Southbury, Connecticut
Kurt C. Kayser 27,536(4) - 27,536 13.8
Sarasota, Florida
Susan W. Stuart 25,296(5) - 25,296 12.6
Fairfield, Connecticut
Bruce S. Wolcott 25,296(5) - 25,296 12.6
Canandaigua, New York
Grace W. Wadell 25,292(5) - 25,292 12.6
Bala Cynwyd, Pennsylvania
Mark S. Wolcott 25,292(5) - 25,292 12.6
Pittsford, New York
10% Series A Arthur S. Wolcott 212,840(6) - 212,840 52.2
Preferred Stock
Kraig H. Kayser(7) 32,168 141,644(8) 173,812 42.7
Hannelore Wolcott 20,588 - 20,588 5.1
Penn Yan, New York
10% Series B Arthur S. Wolcott 212,200(9) - 212,200 53.1
Preferred Stock
Kraig H. Kayser - 165,080(10) 165,080 41.3
Hannelore Wolcott 22,720 - 22,720 5.7
Common Stock Arthur S. Wolcott 129,336 203,772(11) 333,108 11.9
Kraig H. Kayser 49,628 248,026(12) 297,654 10.6
CMCO, Inc.(13) 263,868 - 263,868 9.4
New York, New York
Edwin S. Marks(14) 132,500 94,520(15) 227,020 8.1
Great Neck, New York
Susan W. Stuart 54,188 148,322(16) 202,510 7.2
Hansen Fruit & Cold 170,500 - 170,500 6.1
Storage Co., Inc.(17)
Yakima, Washington
Seneca Foods Corporation 78,188(18) - 78,188 2.8
Employees' Pension
Benefit Plan
Pittsford, New York
</TABLE>
(1) Business address: Suite 1010, 1605 Main Street, Sarasota, Florida 34236.
(2) See note 9 to the table under the heading "Ownership by Management"
and note 3 below.
(3) The L. Jerome Wolcott, Sr. Trust does not have voting power but has
other attributes of beneficial ownership with respect to these shares,
which are also included in Arthur S. Wolcott's shares (see note 2
above).
(4) These shares are included in the shares described in note 4 to the
table under the heading "Ownership by Management".
(5) These shares are included in the shares described in note 9 to the
table under the heading "Ownership by Management".
(6) See note 10 to the table under the heading "Ownership by Management".
(7) Business address: 1162 Pittsford-Victor Road, Pittsford, New York
14534.
(8) See note 5 to the table under the heading "Ownership by Management".
(9) See note 11 to the table under the heading "Ownership by Management".
(10) See note 6 to the table under the heading "Ownership by Management".
(11) See note 8 to the table under the heading "Ownership by Management".
(12) See note 3 to the table under the heading "Ownership by Management".
(13) Based on a statement on Schedule 13D filed by CMCO, Inc. with the SEC
(as most recently amended in April, 1991). CMCO, Inc. is a private
holding company of which Edwin S. Marks is the President and a
shareholder.
(14) Based on a statement on Schedule 13D filed by Edwin S. Marks with the
SEC (as most recently amended in April, 1991). See also note 13
above.
(15) Edwin S. Marks shares voting and dispositive power with respect to
these shares with his wife.
(16) See note 7 to the table under the heading "Ownership by Management".
(17) Based on a statement on Schedule 13D filed with the SEC by Hansen
Fruit & Cold Storage Co., Inc. ("Hansen Fruit") in November, 1988.
According to the Schedule 13D, Gary Hansen, the President and a
director of Hansen Fruit, has sole voting and dispositive power over
the indicated shares.
(18) These shares are included in the shares as to which shared voting and
investment power are attributed to Kraig H. Kayser, Susan W. Stuart
and Arthur S. Wolcott, who are the trustees of the Pension Plan. See
notes 3, 7 and 8 to the table under the heading "Ownership by
Management".
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to
the Chief Executive Officer and to the most highly compensated executive
officers whose compensation exceeded $100,000 for services rendered in all
capacities to the Company and its subsidiaries during the fiscal years
ended July 31, 1994, 1993 and 1992.
Name of Individual and Fiscal Annual Compensation
Principal Position Year Salary Bonus
Arthur S. Wolcott 1994 $326,500 $81,625
Chairman and Director 1993 326,500 -
1992 325,625 -
Kraig H. Kayser 1994 262,333 68,250
President, Chief Executive 1993 145,000 -
Officer and Director(1) 1992 120,833(2) -
Alvin L. Gauvin 1994 113,025 28,325
Senior Vice President, 1993 110,000 -
Sales and Marketing 1992 109,583 -
Ricke A. Kress 1994 110,000 27,500
Senior Vice President, 1993 84,500 -
Operations 1992 77,667 -
(1) Mr. Kayser became the Chief Executive Officer in June 1993; prior to
that he was the Chief Financial Officer.
(2) Represents compensation from October 1991 through July 1992.
Pension Benefits
The executive officers of the Company are entitled to participate in
the Company's Pension Plan (referred to in this section as the "Plan"),
which is for the benefit of all employees meeting certain eligibility
requirements. Effective August 1, 1989, the Company amended the Plan to
provide improved pension benefits under the Plan's Excess Formula. The
improved Excess Formula for the calculation of the annual retirement
benefit is: total years of credited service (not to exceed 35) multiplied
by the sum of (i) 0.6% of the participant's average salary (five highest
consecutive years, excluding bonus), and (ii) 0.6% of the participant's
average salary in excess of his compensation covered by Social Security.
Participants who were employed by the Company prior to August 1, 1988
are eligible to receive the greater of their benefit determined under the
Excess Formula or their benefit determined under the Offset Formula. The
Offset Formula is: (i) total years of credited service multiplied by $120,
plus (ii) average salary multiplied by 25%, less 74% of the primary Social
Security benefit. Pursuant to changes required by the Tax Reform Act of
1986 (the "1986 Act"), the Company amended the plan to cease further
accruals under the Offset Formula as of July 31, 1989. Participants who
were eligible to receive a benefit under the Offset Formula will receive
the greater of their benefit determined under the Excess Formula or their
benefit determined under the Offset Formula as of July 31, 1989. The
maximum permitted retirement income under either formula is $118,800.
The following table sets forth estimated annual retirement benefits
payable at age 65 for participants in certain compensation and years of
service classifications using the highest number obtainable under both
formulas (based on the maximum Social Security benefit in effect for the
calendar year ending December 31, 1994):
Five Highest
Consecutive ANNUAL BENEFITS
Years' Earnings 15 Years 25 Years 35 Years
$ 90,000 $ 14,100 $ 23,500 $ 32,900
120,000 21,600 32,500 45,500
150,000 29,100 41,500 58,100
180,000 36,600 50,500 70,700
210,000 or higher 42,400 57,500 80,500
Under the Plan, Arthur S. Wolcott, Kraig H. Kayser, Alvin L. Gauvin
and Ricke A. Kress have 45 years, 2 years, 7 years and 12 years of credited
service, respectively. Their compensation during fiscal 1994 covered by
the Plan was $326,500 for Mr. Wolcott, $262,333 for Mr. Kayser, $113,025
for Mr. Gauvin and $110,000 for Mr. Kress. The Internal Revenue Code
limits the amount of compensation that can be taken into account in
calculating retirement benefits (for 1994 the limit is $150,000).
Directors' Fees
During fiscal year 1994, directors were paid a fee of $750 per month
through March 1994 and $1,000 per month thereafter. Any director who is
also an officer of the Company receives no director fee.
Stock Options
No options were granted or exercised in the period from August 1, 1993
to the date of this Proxy Statement, nor were any unexpired options held at
the latter date by any officer or director of the Company.
Profit Sharing Plan
The Company has a profit sharing plan for the officers and certain key
employees of the Company. Under the plan, each Category One Employee,
Category Two Employee and Category Three Employee (described below)
receives a cash bonus equal to fifteen percent, twenty percent and twenty
five percent, respectively, of his annual base salary (the "Bonus Amount")
if the Pre-Tax Profit (as defined) of the Company for that year equals or
exceeds the sum of (i) the total Bonus Amounts of all plan participants
plus (ii) ten percent of the consolidated net worth of the Company as of
the end of the prior fiscal year (subject to pro rata adjustment to reflect
significant sales or acquisitions of assets during the year). The Category
Three Employees consist of the individuals who are named in the executive
compensation table above who are directors of the Company and certain
senior executive officers; the Category Two Employees consist of the other
executive officers and other senior management officials; the Category One
Employees consist of various other management-level personnel.
The bonuses earned by the Company's executive officers for the 1994
fiscal year are included in the executive compensation table above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed
entirely of outside directors. The Committee is responsible for providing
overall guidance with respect to the Company's executive compensation
programs. The goal of the Committee is to maintain a competitive
compensation program in order to attract and retain well qualified
management, to provide management with the incentive to accomplish the
Company's financial and operating objectives and to link the interest of
the Company's executive officers and management to the interests of its
stockholders through bonuses tied to financial performance. The Committee
is composed of three members and meets annually to review the Company's
compensation programs, including executive salary administration and the
profit sharing plan.
The Committee believes that the Company's executives should be
rewarded for their contributions to the Company's attaining annual
financial goals, as set forth in the annual budget which is subject to
revision during the year, and their attaining annual individual objectives.
The Company pays its executive officers two principal types of
compensation: base salary and profit sharing plan, each of which is more
fully described below.
Base Salary - The Company has historically established the base salary
of its executive officers on the basis of each executive officer's scope of
responsibility, experience, individual performance and accountability
within the Company. In that regard the Company reviews comparable salary
and other compensation arrangements in similar businesses and companies of
similar size to determine appropriate levels necessary to attract and
retain top quality management.
Profit Sharing Plan - To further align the interests of executive
officers with those of the Company's shareholders, a significant component
of an executive officer's total compensation arrangement is participation
in the annual profit sharing plan. An executive is rewarded with a cash
bonus equal to a percentage of the executive's base salary if the Pre-Tax
Profit of the Company for that year equals or exceeds the sum of the total
Bonus Amounts of all plan participants plus ten percent of the consolidated
net worth of the Company as of the end of the prior fiscal year.
Performance Review - The general policies described above for the
compensation of executive officers also apply to the compensation level
approved by the Compensation Committee with respect to the 1994
compensation for the Chief Executive Officer. Based on the criteria
outlined above, the Compensation Committee awarded to Kraig H. Kayser the
amounts shown in the Executive Compensation Table. The Committee
recognized Mr. Kayser's leadership role in guiding the overall performance
of the Company towards its desired strategic direction as well as managing
costs while growing the business. This effort was an essential element in
the Company achieving improved net earnings for the year.
Summary
The Committee is committed to attracting, motivating and retaining
executives who will help the Company meet the increasing challenges of the
food processing industry. The Committee recognizes its responsibility to
the Company's shareholders and intends to continue to establish and
implement compensation policies that are consistent with competitive
practice and are based on the Company's and the executives' performance.
This report has been submitted by the Compensation Committee of the
Corporation's Board of Directors:
David L. Call Edward O. Gaylord Susan W. Stuart
Compensation Committee Interlocks and Insider Participation
Mr. Wolcott (Chairman) serves as a member of the Compensation
Committee of Moog Inc. and a director on its Board. Mr. Brady, who is the
President and Chief Executive Officer of Moog Inc., serves as a director on
Seneca's Board.
Common Stock Performance Graph
The following graph shows the cumulative, five-year total return for
the Company's Common Stock compared with the NASDAQ Market Index (which
includes the Company) and a peer group of companies (described below).
Performance data assumes that $100.00 was invested on July 31, 1989 in
the Company's Common Stock, the NASDAQ Market, and the peer group. The
data assumes the reinvestment of all cash dividends and the cash value of
other distributions. Stock price performance shown in the graph is not
necessarily indicative of future stock price performance.
Comparison of Five Year Cumulative
Total Return
Seneca Foods Corporations, NASDAQ
NAS Market Index and Peer Group
Seneca Foods NASDAQ Peer
1989 100 100 100
1990 136 113 97
1991 111 126 97
1992 86 134 100
1993 86 123 124
1994 118 120 135
The companies in the peer group are: Curtice-Burns Foods Inc., H.J. Heinz
Company, Odwalla Inc., J.M. Smucker Company, Stokely USA, Inc. and Vacu
Dry Company.
INFORMATION CONCERNING OPERATION OF THE BOARD OF DIRECTORS
In order to facilitate the handling of various functions of the Board
of Directors, the Board has appointed several committees including an Audit
Committee, a Compensation Committee and a Nominating Committee.
The members of the Audit Committee are Edward O. Gaylord (Chairman),
Robert T. Brady, David L. Call and G. Brymer Humphreys. The Audit
Committee recommends to the full Board of Directors the engagement of
independent auditors, reviews with the auditors the scope and results of
the audit, reviews with the corporate management the scope and results of
the Company's internal auditing procedures, reviews the independence of the
auditors and any non-audit services provided by the auditors, reviews with
the auditors and management the adequacy of the Company's system of
internal accounting controls and makes inquiries into other matters within
the scope of its duties.
The Nominating Committee consists of Arthur S. Wolcott (Chairman),
Robert T. Brady and G. Brymer Humphreys. This Committee screens and
selects nominees for vacancies in the Board of Directors as they occur.
Consideration will be given to serious candidates for director which are
recommended by shareholders of the Company. (Shareholder recommendations
must be in writing and addressed to the Chairman of the Nominating
Committee, c/o Corporate Secretary, 1162 Pittsford-Victor Road, Pittsford,
New York 14534, and should include a statement setting forth the
qualifications and experience of the proposed candidates and basis for
nomination.)
The Compensation Committee consists of David L. Call (Chairman),
Edward O. Gaylord and Susan W. Stuart. This Committee establishes the
level of compensation on an annual basis for all executive officers.
During the year ended July 31, 1994, the Board of Directors had four
meetings, the Audit Committee had three meetings, the Nominating Committee
had one meeting and the Compensation Committee had one meeting. All
directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
any committee of the Board on which he or she served.
CERTAIN TRANSACTIONS
During fiscal 1994, the Company purchased raw products from Humphreys
Farm Inc., of which G. Brymer Humphreys is President and a 23% shareholder,
totaling $150,257.
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors through its Audit Committee has selected
Deloitte & Touche, independent public accountants, to act as auditors for
the fiscal year ending July 31, 1995. Deloitte & Touche has served as the
Company's independent auditors for many years.
It is anticipated that representatives of Deloitte & Touche will be
present at the annual meeting with the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions.
Management recommends a vote FOR its proposal to ratify the
appointment of Deloitte & Touche as independent auditors of the Company for
the fiscal year ending July 31, 1995. Unless marked otherwise, Proxies
will be voted FOR this purpose.
* * * * *
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no
later than June 22, 1995 in order to be considered for inclusion in the
Company's proxy materials for the 1995 Annual Meeting.
MISCELLANEOUS
To assure a quorum at the annual meeting (the holders of a majority of
the stock entitled to vote thereat constitute a quorum), shareholders are
requested to sign and return promptly the enclosed form of Proxy in the
envelope provided. A shareholder who has delivered a Proxy form may attend
the meeting and, if he or she desires, vote in person at the meeting.
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's directors, executive officers and
more-than-10% shareholders to file with the SEC initial reports of
ownership and changes in ownership of Common Stock and other equity
securities of the Company. Kraig H. Kayser did not timely file one of
these reports relating to one transaction during Fiscal 1994.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
October 14, 1994
SENECA FOODS CORPORATION
1162 Pittsford-Victor Rd.
Pittsford, NY 14534
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 1994
The undersigned shareholder of SENECA FOODS CORPORATION (the "Company")
hereby appoints and constitutes ARTHUR S. WOLCOTT and KRAIG H. KAYSER, and
either of them, the proxy or proxies of the undersigned, with full power of
substitution and revocation, for and in the name of the undersigned to
attend the annual meeting of shareholders of the Company to be held at 74
Seneca Street, Dundee, New York, on Saturday, December 3, 1994 at 9:00
a.m., Dundee time, and any and all adjournments thereof (the "Meeting"),
and to vote all shares of stock of the Company registered in the name of
the undersigned and entitled to vote at the Meeting upon the matters set
forth below:
MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of Directors: Election of the three
nominees listed below to serve until the annual meeting of
shareholders in 1997 and until their successors are duly elected and
shall qualify:
o FOR all nominees listed below (except as marked to the contrary
below);
o WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through his name in the list below:
E. O. Gaylord; G. B. Humphreys; K. H. Kayser
(Continued on back)
2. Appointment of Auditors: Ratification of the appointment of Deloitte
& Touche as independent auditors for the fiscal year ending July 31, 1995.
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournment
thereof.
The shares represented by this Proxy will be voted as directed by the
shareholder. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR
ITEMS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Signature: ____________________________________
____________________________________
Joint owners should each sign. Executors,
administrators, trustees, guardians and
corporate offices should give their titles.
Dated: ___________________________, 1994
(PLEASE SIGN AND RETURN PROMPTLY)
