SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1996
Seneca Foods Corporation Employees' Savings Plan
(Full title of the Plan)
Seneca Foods Corporation
(Name of issuer of the securities held pursuant to the Plan)
1162 Pittsford-Victor Road, Pittsford, New York
14534 (Address of principal executive
office)
<PAGE>
REQUIRED INFORMATION
1. Plan financial statements and schedules examined by an independent
accountant prepared in accordance with financial reporting requirements
of ERISA.
See accompanying index on page 3.
2. Signature
3. Exhibit
Exhibit 1 - Consent of Independent Accountants
<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEARS THEN
ENDED:
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable Transactions 11
SUPPLEMENTAL SCHEDULES OMITTED:
The following supplemental schedules are excluded because of the absence of
conditions under which they are required:
Item 27b - Schedule of Loans or Fixed Income Obligations
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
Item 27e - Schedule of Nonexempt Transactions
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Seneca Foods Corporation
Employees' Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Seneca Foods Corporation Employees' Savings Plan ("the Plan") as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1996 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/Deloitte & Touche LLP
Rochester, New York
December 1, 1997
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SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
ASSETS
INVESTMENTS:
At fair value:
Seneca Foods Corporation common stock $ 2,135 $ -
INVESCO Stable Value Fund 1,183,852 723,943
Vanguard Wellington Fund 1,754,503 945,519
T. Rowe Price Equity Income Fund 1,492,167 736,436
Neuberger & Berman Guardian Fund 1,734,044 891,594
---------- ----------
Total investments 6,166,701 3,297,492
---------- ----------
CONTRIBUTIONS RECEIVABLE:
Employee 239,949 165,321
Employer 195,882 -
---------- ----------
Total contributions receivable 435,831 165,321
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 6,602,532 $ 3,462,813
============= ============
See notes to financial statements.
<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
ADDITIONS:
Participant contributions $ 2,564,162 $ 2,386,210
Employer contributions 195,882 -
Net appreciation in fair value of investments 537,483 315,912
Dividend income 161,138 70,459
--------- ---------
Total additions 3,458,665 2,772,581
--------- ---------
DEDUCTIONS:
Withdrawals by participants 282,198 83,237
Administrative expenses 36,748 25,226
--------- ----------
Total deductions 318,946 108,463
NET INCREASE 3,139,719 2,664,118
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 3,462,813 798,695
--------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 6,602,532 $ 3,462,813
========= =========
See notes to financial statements.
<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of Seneca Foods Corporation Employees' Savings
Plan ("the Plan") provides only general information. Participants should
refer to the Plan Agreement for a more complete description of the Plan's
provisions.
General - The Plan, which came into effect in 1994, is a defined
contribution plan intended to qualify as a cash or deferred arrangement
under Section 401(k) of the Internal Revenue Code. Substantially all
employees of Seneca Foods Corporation ("the Company") are eligible to
participate after completion of twelve months employment and attainment of
age twenty-one. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Contributions - Participants may elect to contribute, on a pre-tax basis
(elective deferrals), from 1% to 15% of their compensation. Participants
may also contribute amounts representing distributions from other
qualified defined benefit or contribution plans. Effective in 1996, the
Company may contribute additional amounts at the discretion of the
Company's Board of Directors. Such amounts are allocated based on the
participants pro rata share of total participating payroll.
Vesting - Participants are immediately vested in all elective
contributions and related earnings.
Payment of Benefits - After termination of service, the participant's
account balance is generally distributed in a lump sum.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at
any time and/or to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, the Administrator shall determine the
method of distribution of the participants' accounts in accordance with
the provisions of the plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocations of (a) additional Company
contributions (if any), and (b) Plan earnings, and is also charged with an
administrative expense of $9 per quarter. Allocations are based on
participant earnings or account balances, as defined. The benefit to which
a participant is entitled is the benefit that can be provided from the
participant's vested account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting.
Valuation of Investments - All investments are valued at fair value as
determined by quoted market prices.
Payment of Benefits - Benefits are recorded when paid. As of December 31,
1996 and 1995 net assets available for benefits included benefits of
$8,347 and $19,225, respectively, due to participants who have withdrawn
from participation in the Plan.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ from
those estimates.
3. INVESTMENTS
The Plan's investments are held with the Plan Trustee. The following table
presents the changes in investments for the years ended December 31, 1996
and 1995.
<TABLE>
<CAPTION>
Neuberger
INVESCO Vanguard T. Rowe & Berman
Seneca Stable Wellington Price Equity Guardian
Stock Value Fund Fund Income Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Account value,
January 1, 1995 $ - $144,918 $215,439 $153,149 $208,937 $722,443
Contributions - 584,696 624,510 496,691 591,244 2,297,141
Dividend income - 21,505 27,226 15,955 5,773 70,459
Net appreciation in fair
value - - 113,045 97,208 105,659 315,912
---------- -------- -------- -------- --------- -------
- 751,119 980,220 763,003 911,613 3,405,955
---------- -------- -------- -------- --------- ---------
Less:
Benefits paid to
participants - 15,499 30,742 18,346 18,650 83,237
Administrative expenses - 6,297 7,237 5,441 6,251 25,226
---------- ------- ------- ------- ------- ------
- 21,796 37,979 23,787 24,901 108,463
Transfers - (5,380) 3,278 (2,780) 4,882 -
---------- -------- ------- -------- ----- -------
Account value,
December 31, 1995 - 723,943 945,519 736,436 891,594 3,297,492
Contributions 2,445 459,519 716,538 605,212 705,820 2,489,534
Dividend income - 54,346 58,454 34,528 13,810 161,138
Net appreciation in fair
value (201) - 151,061 173,988 212,635 537,483
------ -------- -------- --------- --------- -------
2,244 1,237,808 1,871,572 1,550,164 1,823,859 6,485,647
Less:
Benefits paid to
participants - 66,699 89,664 66,039 59,796 282,198
Administrative expenses 109 8,203 10,698 8,443 9,295 36,748
----- ------- -------- ------- ------- ------
109 74,902 100,362 74,482 69,091 318,946
Transfers - 20,946 (16,707) 16,485 (20,724) -
---------- -------- --------- -------- -------- -------
Account value,
December 31, 1996 $ 2,135 $ 1,183,852 $ 1,754,503 $ 1,492,167 $ 1,734,044 $ 6,166,701
========== =========== =========== =========== =========== ===========
</TABLE>
4. TAX STATUS
The Plan was established under Prototype Plan, but has been amended. The
Plan has not received a determination letter on the amended plan, however,
the Plan Administrator believes that the Plan is currently designed and is
being operated in compliance with the applicable requirements of the
Internal Revenue Code.
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<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
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<CAPTION>
c. Description of Investment
b. Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, e. Current
or Similar Party Par or Maturity Value d. Cost Value
<S> <C> <C> <C>
Seneca Foods Common Stock 233 shares $ 2,331 $ 2,135
INVESCO Stable Value Fund 1,183,852 units 1,183,852 1,183,852
Vanguard Wellington Fund 67,094 shares 1,584,601 1,754,503
T. Rowe Price Equity Income Fund 66,201 shares 1,302,425 1,492,167
Neuberger & Berman Guardian Fund 109,266 shares 1,463,688 1,734,044
----------- ---------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 5,536,897 $ 6,166,701
============ ============
<FN>
Note: Column a is omitted as it is not applicable.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS
OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
<CAPTION>
h. Current
a. Identity of Party Involved Value of
b. Description of Assets (including Asset on i. Net
interest rate and maturity in c. Purchase d. Selling g. Cost Transaction Gain or
case of a loan) Price Price of Asset Date (Loss)
<S> <C> <C> <C> <C> <C>
None
</TABLE>
<TABLE>
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
<CAPTION>
h. Current
a. Identity of Party Involved Value of
b. Description of Assets (including Asset on i. Net
interest rate and maturity in c. Purchase d. Selling g. Cost Transaction Gain or
case of a loan) Price Price of Asset Date (Loss)
<S> <C> <C> <C> <C> <C>
INVESCO Stable Value Fund $540,246 $ - $540,246 $540,246 $ -
Vanguard Wellington Fund $853,219 $ - $853,219 $853,219 $ -
T. Rowe Price Equity Income Fund $712,292 $ - $712,292 $712,292 $ -
Neuberger & Berman Guardian Fund $747,354 $ - $747,354 $747,354 $ -
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seneca Foods Corporation
Employees' Savings Plan
(Name of Plan)
/s/Kraig H. Kayser
December 10, 1997 Kraig H. Kayser
Trustee of Seneca Foods
Corporation Employees'
Savings Plan
<PAGE>
Exhibit Index
Exhibit 1 - Consent of Independent Accountants
<PAGE>
Exhibit 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 333-12365 of Seneca Foods Corporation on Form S-8
of our report dated December 1, 1997, appearing in this Annual Report on Form
11-K of Seneca Foods Corporation Employees' Savings Plan for the year ended
December 31, 1996.
/s/DELOITTE & TOUCHE LLP
Rochester, New York
December 10, 1997
