UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SENECA FOODS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.25 PAR VALUE
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(Title of Class of Securities)
817 070 105
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(CUSIP Number)
Edwin S. Marks, President
CMCO, Inc.
135 East 57th Street
New York, New York 10022
(212) 909-8400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 1, 1995
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(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid
with the statement [ ].
Page 1 of 7 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 817 070 105 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMCO, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
232,568 shs.
SHARES ---------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
232,568 shs.
REPORTING ---------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,568 shs.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.02%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 817 070 105 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
132,500 shs.
SHARES ---------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
327,088 shs.
OWNED BY ---------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
132,500 shs.
REPORTING ---------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
327,088 shs.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,588 shs.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.85 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 5 is being filed by CMCO, Inc. (formerly
Carl Marks & Co. Inc.) ("CMCO") and Edwin S. Marks ("Marks")
(CMCO and Marks sometimes collectively the "Filing Persons").
CMCO had filed an initial Schedule 13D reporting its interests in
the Common Stock, $.25 par value (the "Seneca Common Stock"), and
amendments thereto, with the last amendment being Amendment No.
4, dated March 27, 1991. Marks had filed an initial Schedule
13D, dated April 2, 1991 reporting his interests in the Seneca
Common Stock. Because of the relationship between CMCO and
Marks, they decided to report jointly their interests in Seneca
Common Stock. This Amendment No. 5 shall also constitute the
termination of the separate filing by Marks. Except to the
extent set forth in this Amendment, the information in the prior
filings by the respective Filing Persons remains in effect.
Item 2. Identity and Background
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(a) The names of the persons filing this Schedule are CMCO,
Inc. and Edwin S. Marks.
The Filing Persons are filing this Amendment to the
Schedule in the event that they are deemed a "group" for purposes
of Section 13(d) and Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Item 4. Purpose of Transaction.
----------------------
Item 4 is amended by addition of the following:
Each of the Filing Persons plans from time to time to
evaluate his respective interests in the Issuer. Acting
individually or together each may purchase additional shares of
Seneca Common Stock in open market or private transactions, or
may dispose of their shares depending upon market conditions and
other factors, such as alternative investment opportunities,
general economic and money conditions and the performance of the
Seneca Common Stock, as well as other factors deemed relevant
from time to time.
Item 5. Interest in Securities of the Issuer.
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(a) At March 1, 1995, CMCO beneficially owned 232,568
shares of Seneca Common stock. This represents approximately
8.02% of the outstanding Seneca Common Stock (based upon
2,796,555 shares outstanding as of November 30 1994, as reported
in the Issuer's Form 10-Q for the fiscal quarter ended October
31, 1994.
At March 1, 1995, Marks beneficially owned 459,588
shares of Seneca Common Stock, comprising approximately
-4-
<PAGE>
15.8% of the outstanding shares, which included 94,520 shares of
Seneca Common Stock beneficially owned by his wife Nancy A. Marks
and 232,568 shares of Seneca Common Stock beneficially owned by
CMCO.
(b) CMCO has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of
232,568 shares of Seneca Common Stock. These powers would be
exercised for CMCO by its executive officers or the Board of
Directors.
Marks has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of
132,500 shares of Seneca Common stock. He shares such powers to
vote and to dispose of 327,088 shares of Seneca Common Stock,
consisting of 94,520 shares of which he shares such powers with
his wife and of 232,568 shares by virtue of being President of
CMCO.
(c) None.
(d) No person other than the Filing Persons and the other
persons referred to in this Item 5 is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the shares of Seneca Common Stock
listed in this Item 5.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
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Joint Filing Agreement, dated March 2, 1995 between CMCO and
Marks.
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<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.
Date: March 2, 1995
CMCO, INC.
By: /s/ Mark L. Claster
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/s/ Edwin S. Marks
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EDWIN S. MARKS
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<PAGE>
JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the
joint filing on behalf of each of them of Amendment No. 5 to a
Statement on Schedule 13D (including subsequent amendments
thereto) with respect to the Common Stock of Seneca Foods
Corporation. The joint filing or filings shall be signed by
each of the persons named below and shall include a statement
that neither such person is making any representations with
respect to information included in such filing which has been
furnished by the other. This Joint Filing Agreement shall be
included as an Exhibit to such joint filing. In evidence
thereof the undersigned, being duly authorized, hereby execute
this Joint Filing Agreement as of this 2nd day of March, 1995.
CMCO, INC.
By: /s/ Mark L. Claster
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/s/ Edwin S. Marks
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EDWIN S. MARKS
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