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, August 3, 1996, at 9:00 a.m., Dundee time, for the following purposes:
1. To elect two directors to serve until the annual meeting of
shareholders in 1999 and until their successors are duly elected and
shall qualify.
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31,
1997.
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 June
14, 1996, 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 March 31, 1996 also
accompanies this Notice.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
June 25, 1996
<PAGE>
(8)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
SENECA FOODS CORPORATION
-------------------------------
Date of Mailing: June 25, 1996
Annual Meeting of Shareholders: August 3, 1996
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 proxy
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 June
14, 1996 are entitled to vote at the meeting. On that day the following shares
were issued and outstanding: (i) 3,143,125 shares of Class A Common Stock, $.25
par value per share ("Class A Common Stock"); (ii) 2,796,555 shares of Class B
Common Stock, $.25 par value per share ("Class B Common Stock"); (iii) 200,000
shares of 6% Cumulative Voting Preferred Stock, $.25 par value per share ("6%
Preferred Stock"); (iv) 407,240 shares of 10% Cumulative Convertible Voting
Preferred Stock - Series A, $.25 stated value per share ("10% Series A Preferred
Stock"); and (v) 400,000 shares of 10% Cumulative Convertible Voting Preferred
Stock - Series B, $.25 stated value per share ("10% Series B Preferred Stock").
All shares are entitled to one vote per share at the meeting with the exception
of Class A Common Stock, which is entitled to one-twentieth of one vote per
share.
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 two directors will be elected to serve until
the annual meeting in 1999 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 two 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 plurality of the votes cast at
the meeting.
<PAGE>
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*
To serve until the annual meeting of shareholders in 1999 and until their
successors are duly elected and shall qualify:
<S> <C> <C> <C>
Robert T. Brady President and Chief Executive Officer of Moog Inc., 55 1989
East Aurora, New York (manufacturer of control
systems).(2)
Arthur S. Wolcott (3) Chairman of the Company. (4) 70 1949
Directors Whose Terms Expire in 1997
Edward O. Gaylord President of Gaylord & Company, Houston, Texas 64 1975
(venture capital) and the Chairman of EOTT Energy
Corporation, Houston, Texas (oil trading and
transportation). (5)
G. Brymer Humphreys President, Humphreys Farm Inc., New Hartford, New York. 55 1983
Kraig H. Kayser President and Chief Executive Officer of the Company 35 1985
since 1993 and Vice President, Secretary and Chief
Financial Officer of the Company until 1993.
Directors Whose Terms Expire in 1998
David L. Call Emeritus Dean and Professor of the College of 64 1985
Agriculture and Life Sciences, Cornell University
Ithaca, New York since 1995, Dean of the College
of Agriculture and Life Sciences, until 1995. (6)
Susan W. Stuart (3) Marketing Consultant, Fairfield, Connecticut. 40 1986
<FN>
(1) Unless otherwise indicated, each nominee has had the same principal
occupation for at least the past five years.
(2) Mr. Brady is also a director of Acme Electric Corporation, East Aurora, New
York (manufacturer of electronic power supplies), Astronics Corporation,
Orchard Park, New York (manufacturer of specialty niche products), First
Empire State Corporation, Buffalo, New York (bank holding company) and
National Fuel Gas Corp, Buffalo, New York (integrated natural gas company).
(3) Arthur S. Wolcott and Susan W. Stuart are father and daughter.
(4) Mr. Wolcott is also a director of Moog Inc., East Aurora, New York
(manufacturer of control systems).
(5) 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).
(6) Mr. Call is also a director of Stop & Shop Companies, Inc., Braintree,
Massachusetts (supermarket chain).
* Mr. Michael A. Schaeffer resigned from the Board of Directors effective
June 1995. He will remain as an outside observer, in a non-director
capacity, pursuant to the terms of the Company's Alliance Agreement with
The Pillsbury Company.
</FN>
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
<TABLE>
<CAPTION>
Served as
Officer
Officer Principal Occupation for Past Five Years (1) Age Since
- ------- ---------------------------------------- --- --------
<S> <C> <C> <C>
Arthur S. Wolcott See table under "Election of Directors". 70 1949
Kraig H. Kayser See table under "Election of Directors". 35 1991
Philip G. Paras Vice President-Finance since 1996; Vice President of The Chase 35 1996
Manhattan Bank, N.A., Syracuse, New York until 1996.
Devra A. Bevona Treasurer of the Company. 45 1988
Jeffrey L. Van Riper Secretary since 1993 and Controller of the Company. 39 1986
<FN>
(1) Unless otherwise indicated, each officer has had the same principal
occupation for at least the past five years.
</FN>
</TABLE>
OWNERSHIP OF SECURITIES
Ownership by Management. The following table sets forth certain information
with respect to beneficial ownership of the Company's outstanding Class A Common
Stock, Class B 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 April 1, 1996 ("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>
Arthur S. Wolcott Class A Common Stock 276,549(2) 8.8 %
Class B Common Stock 310,302(3) 11.1
6% Preferred Stock 63,288(4) 31.7
10% Series A Preferred Stock 212,840(5) 52.2
10% Series B Preferred Stock 212,200(6) 53.0
Directors Whose Terms
do not Expire
David L. Call Class A Common Stock 600 -(7)
Class B Common Stock 600 -(7)
Edward O. Gaylord Class A Common Stock 4,544 0.1 %
Class B Common Stock 4,544 0.2
G. Brymer Humphreys Class A Common Stock 800 -(7)
Class B Common Stock 800 -(7)
Kraig H. Kayser Class A Common Stock 297,654(8) 9.5
Class B Common Stock 297,654(9) 10.6
6% Preferred Stock 8,000(10) 4.0
10% Series A Preferred Stock 173,812(11) 42.7
10% Series B Preferred Stock 165,080(12) 41.3
Susan W. Stuart Class A Common Stock 208,476(13) 6.6
Class B Common Stock 205,194(14) 7.3
6% Preferred Stock 25,296 12.6
All directors, nominees Class A Common Stock 511,459(16) 16.3
and officers as a group (15) Class B Common Stock 541,930(17) 19.4
6% Preferred Stock 96,584(18) 48.3
10% Series A Preferred Stock 386,652(19) 94.9
10% Series B Preferred Stock 377,280(20) 94.3
<FN>
(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 Class A Common Stock and Class B 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 Class A Common Stock and Class B
Common Stock on the basis of 20 and 30 preferred shares, respectively, for
each common share.
(2) The shares in the table include (i) 46,826 shares of Class A Common Stock
held by Mr. Wolcott's wife, (ii) 34,942 shares held by the Company's Tax
Credit Employee Stock Ownership Plan Trust (the "PAYSOP"), of which Mr.
Wolcott is a trustee, (iii) 78,188 shares held by the Seneca Foods
Corporation Employees' Pension Benefit Plan (the "Pension Plan"), of which
Mr. Wolcott is a trustee and (iv) 25,602 shares held by the Seneca Foods
Foundation (the "Foundation"), of which Mr. Wolcott is a director. The
shares in the table do not include 283,540 shares of Class A 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.
(3) The shares in the table include (i) 56,672 shares of Class B 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 and (iv) 25,602 shares held by the
Foundation, of which Mr. Wolcott is a director. The shares in the table do
not include 271,848 shares of Class B 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.
(4) 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.
(5) These shares are convertible into 10,642 shares of Class A Common Stock
and 10,642 shares of Class B Common Stock.
(6) These shares are convertible into 7,073 shares of Class A Common Stock
and 7,073 shares of Class B Common Stock.
(7) Less than 0.1%.
(8) Mr. Kayser has sole voting and investment power over 49,628 shares of Class
A 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
PAYSOP, of which Mr. Kayser is a trustee, (ii) 78,188 shares held by the
Pension Plan, of which Mr. Kayser is a trustee and (iii) 25,602 shares held
by 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.
(9) Mr. Kayser has sole voting and investment power over 49,628 shares of Class
B 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
PAYSOP, of which Mr. Kayser is a trustee, (ii) 78,188 shares held by the
Pension Plan, of which Mr. Kayser is a trustee and (iii) 25,602 shares held
by 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.
(10) 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".
(11) 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
8 above. The total 173,812 shares of 10% Series A Preferred Stock are
convertible into 8,690 shares of Class A Common Stock and 8,690 shares of
Class B Common Stock.
(12) 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
8 above. These shares are convertible into 5,502 shares of Class A Common
Stock and 5,502 shares of Class B Common Stock.
(13) The shares in the table include (i) 11,276 shares of Class A Common Stock
held by Ms. Stuart's husband, (ii) 2,594 shares owned by her sister's son,
of which Ms. Stuart is the trustee, (iii) 34,942 shares held by the PAYSOP,
of which Ms. Stuart is a trustee, (iv) 78,188 shares held by the Pension
Plan, of which Ms. Stuart is a trustee and (v) 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 and sole voting and investment power with
respect to the shares owned by her sister's son. She disclaims beneficial
ownership of the shares held by her husband.
(14) The shares in the table include (i) 10,182 shares of Class B Common Stock
held by Ms. Stuart's husband, (ii) 1,500 shares owned by her sister's son,
of which Ms. Stuart is the trustee, (iii) 34,942 shares held by the PAYSOP,
of which Ms. Stuart is a trustee, (iv) 78,188 shares held by the Pension
Plan, of which Ms. Stuart is a trustee and (v) 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 and sole voting and investment power with
respect to the shares owned by her sister's son. She disclaims beneficial
ownership of the shares held by her husband.
(15) Does not include 300 shares of Class A Common Stock and 300 shares of Class
B Common Stock owned by Mr. Brady's children as to which Mr. Brady
disclaims beneficial ownership.
(16) See notes 2, 8 and 13 above.
(17) See notes 3, 9 and 14 above.
(18) See notes 4 and 10 above.
(19) See notes 5 and 11 above.
(20) See notes 6 and 12 above.
</FN>
</TABLE>
Principal Owners of Voting Stock. The following table sets forth, as of
April 1, 1996, 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 Class A Common Stock and Class B 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
Class A Common Stock and Class B 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 53.0
Preferred Stock
Kraig H. Kayser -- 165,080(10) 165,080 41.3
Hannelore Wolcott 22,720 -- 22,720 5.7
Class A Common Stock Edwin S. Marks (11) 134,500 343,088(12) 477,588 15.2%
Great Neck, New York
The Pillsbury Company -- 346,570(13) 346,570 11.0
Grand Metropolitan PLC
Minneapolis, Minnesota
Kraig H. Kayser 49,628 248,026(14) 297,654 9.5
Arthur S. Wolcott 90,991 185,558(15) 276,549 8.8
CMCO, Inc.(16) 232,568 -- 232,568 7.4
New York, New York
Susan W. Stuart 55,874 152,602(17) 208,476 6.6
Hansen Fruit & Cold 170,500 -- 170,500 5.4
Storage Co., Inc. (18)
Yakima, Washington
Class B Common Stock Edwin S. Marks (11) 135,500 327,088(19) 462,588 16.5
Arthur S. Wolcott 114,898 195,404(20) 310,302 11.1
Kraig H. Kayser 49,628 248,026(21) 297,654 10.6
CMCO, Inc.(16) 232,568 -- 232,568 8.3
Susan W. Stuart 54,780 150,414(22) 205,194 7.3
Hansen Fruit & Cold 170,500 -- 170,500 6.1
Storage Co., Inc. (18)
<FN>
(1) Business address: Suite 1010, 1605 Main Street, Sarasota, Florida 34236.
(2) See note 4 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 10 to the table
under the heading "Ownership by Management".
(5) These shares are included in the shares described in note 4 to the table
under the heading "Ownership by Management".
(6) See note 5 to the table under the heading "Ownership by Management".
(7) Business address: 1162 Pittsford-Victor Road, Pittsford, New York 14534.
(8) See note 11 to the table under the heading "Ownership by Management".
(9) See note 6 to the table under the heading "Ownership by Management".
(10) See note 12 to the table under the heading "Ownership by Management".
(11) Based on a statement on Schedule 13D filed by Edwin S. Marks with the SEC
(as most recently amended in December, 1995). See also note 16 below.
(12) Edwin S. Marks shares voting and dispositive power with respect to these
shares with his wife and his daughters.
(13) Based on a statement on Schedule 13D filed by The Pillsbury Company and
Grand Metropolitan PLC with the SEC in March, 1996.
(14) See note 8 to the table under the heading "Ownership by Management".
(15) See note 2 to the table under the heading "Ownership by Management".
(16) Based on a statement on Schedule 13D filed by CMCO, Inc. with the SEC
(as most recently amended in December, 1995). CMCO, Inc. is a private
holding company of which Edwin S. Marks is the President and a
shareholder. See also note 11 above.
(17) See note 13 to the table under the heading "Ownership by Management".
(18) 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.
(19) Edwin S. Marks shares voting and dispositive power with respect to these
shares with his wife.
(20) See note 3 to the table under the heading "Ownership by Management".
(21) See note 9 to the table under the heading "Ownership by Management".
(22) See note 14 to the table under the heading "Ownership by Management".
</FN>
</TABLE>
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 March 31, 1996,
March 31, 1995 (which consisted of eight months) and July 31, 1994.
<TABLE>
<CAPTION>
Name of Individual and Fiscal Annual Compensation
Principal Position Year Salary Bonus
---------------------- ------ ------ -----
<S> <C> <C> <C>
Arthur S. Wolcott 1996 $ 340,000 $ --
Chairman and Director 1995 216,000(1) --
1994 326,500 81,625
Kraig H. Kayser 1996 287,000 --
President, Chief Executive 1995 190,167(1) --
Officer and Director 1994 262,333 68,250
<FN>
(1) Represents compensation from August 1994 through March 1995.
</FN>
</TABLE>
<PAGE>
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 annual retirement income under either formula is
$120,000.
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, 1996):
<TABLE>
<CAPTION>
Five Highest
Consecutive ANNUAL BENEFITS
Years' Earnings 15 Years 25 Years 35 Years
--------------- -------- -------- --------
<S> <C> <C> <C>
$ 90,000 $ 13,700 $ 22,800 $ 32,000
120,000 20,700 31,800 44,600
150,000 28,200 40,800 57,200
180,000 35,700 49,800 69,800
210,000 or higher 36,100 50,300 70,400
</TABLE>
Under the Plan, Arthur S. Wolcott and Kraig H. Kayser have 47 years and 4
years of credited service, respectively. Their compensation during fiscal 1996
covered by the Plan was $340,000 for Mr. Wolcott and $287,000 for Mr. Kayser.
The Internal Revenue Code limits the amount of compensation that can be taken
into account in calculating retirement benefits (for 1996 the limit is
$150,000).
Directors' Fees
During fiscal year 1996, directors were paid a fee of $1,000 per month. 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 April 1, 1995 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.
<PAGE>
Profit Sharing Bonus Plan
The Company has a Profit Sharing Bonus Plan for certain eligible employees
of the Company (Corporate Profit Sharing for the officers and certain key
Corporate employees and Operating Unit Profit Sharing for certain key Operating
Unit employees). Under Corporate Profit Sharing, some or all of the Corporate
Profit Sharing Pool (10% of the Corporate Bogey as defined below) will be paid
only if Pre-Tax Profits (as defined) equal or exceed the Corporate Bogey. The
bonuses will be distributed at the sole discretion of the Chief Executive
Officer upon approval of such bonuses by the Compensation Committee of the Board
of Directors. Under the Operating Unit Profit Sharing, the Operating Unit Profit
Sharing pool (10% of Pre-Tax Profit less the Operating Unit Bogey as defined
below) will be paid only if the Pre-Tax Profit of the Operating Unit equals or
exceeds Operating Unit Bogey. The bonuses will be distributed at the discretion
of the Operating Unit President. For fiscal 1997 the Corporate Bogey will be
equal to the greater of (i) five percent of the prior year's Consolidated Net
Worth of the Company plus the Pillsbury Subordinated Note or (ii) five percent
plus the annual increase in the Consumer Price Index greater than five percent,
times the prior year's Consolidated Net Worth of the Company. The Operating Unit
Bogey will be an amount equal to the average gross assets employed by the
Vegetable, Juice or Flight Operations for the preceding 12 months divided by the
consolidated average gross assets of the Company for the same period multiplied
by the Corporate Bogey.
The bonuses earned by the Company's executive officers for the 1996 fiscal
year are included in the executive compensation table above.
Compensation Committee Interlocks and Insider Participation
Mr. Wolcott (Chairman) serves as a member of the Compensation Committee of
Moog Inc. and as 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.
Members of the Company's Compensation Committee are David L. Call (Chairman),
Edward O. Gaylord and Susan Stuart.
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 Corporate Bogey (as defined in the section
titled "Profit Sharing Plan").
<PAGE>
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 1996 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. Although the year's financial results were disappointing,
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 its goals for the year.
The Committee also considered that the year began shortly after the Company
had entered into a transaction which has resulted in an unprecedented growth of
its assets and its capital expenditure requirements and substantially increased
its volume of sales. These events resulted in start-up charges and other
adjustments which adversely affected net income for the year but, the Committee
believed, did not fairly reflect the value of Mr. Kayser's contribution to the
Company's long-term goals.
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
Company's Board of Directors:
David L. Call Edward O. Gaylord Susan W. Stuart
<PAGE>
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 March 31, 1991 in the
Company's Class B 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.
<TABLE>
Comparison of Five Year Cumulative Total Return of
Seneca Foods Corporation
NASDAQ Market Group and Peer Group
<CAPTION>
SENECA PEER NASDAQ
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 74.42 99.40 105.40
1993 70.93 104.21 117.95
1994 90.70 92.46 136.32
1995 159.30 108.65 144.62
1996 148.84 141.73 194.52
</TABLE>
The companies in the peer group are: H.J. Heinz Company, Odwalla Inc., J.M.
Smucker Company, Stokely USA, Inc. and Vacu Dry Company.
<PAGE>
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 March 31, 1996, 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 1996, the Company purchased raw products from Humphreys Farm Inc.,
of which G. Brymer Humphreys is President and a 23% shareholder, totaling
$121,614.
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors through its Audit Committee has selected Deloitte &
Touche LLP, independent public accountants, to act as auditors for the fiscal
year ending March 31, 1997. Deloitte & Touche LLP has served as the Company's
independent auditors for many years.
It is anticipated that representatives of Deloitte & Touche LLP 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 LLP as independent auditors of the Company for the fiscal year
ending March 31, 1997. Unless marked otherwise, Proxies will be voted FOR this
purpose.
* * * * *
BROKER NON-VOTES AND ABSTENTIONS
Broker non-votes will not be treated as votes cast or shares entitled
to vote on matters as to which the applicable rules of national securities
exchanges withhold the broker's authority to vote in the absence of direction
from the beneficial owner.
VOTING OF PROXIES
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices (including abstentions)
are not indicated, the shares represented by all valid proxies received will be
voted FOR the nominees for director named earlier in this Proxy Statement and
FOR approval of Proposal 2 as described earlier in this Proxy Statement.
Should any matter not described above be acted upon at the meeting, the
persons named in the proxy form will vote in accordance with their judgment. The
Board knows of no other matters which may be presented to the meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 26, 1997 in order to be considered for inclusion in the Company's
proxy materials for the 1997 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.
By order of the Board of Directors,
JEFFREY L. VAN RIPER
Secretary
DATED: Pittsford, New York
June 25, 1996
<PAGE>
SENECA FOODS CORPORATION
1162 Pittsford-Victor Rd.
Pittsford, New York 14534
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 3, 1996
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, August 3, 1996 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 two nominees listed below to
serve until the annual meeting of shareholders in 1999 and until their
successors are duly elected and shall qualify:
[ ] FOR all nominees listed below (except as marked to the contrary
below);
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his or her name in the list below:
R. T. Brady; A. S. Wolcott
(Continued on back)
<PAGE>
2. Appointment of Auditors: Ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the fiscal year ending March 31, 1997.
[ ] 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 officers should
give their titles.
Dated: _______________________________, 1996
(PLEASE SIGN AND RETURN PROMPTLY)
<PAGE>
