Rule 424(b)(3)
Registration Statement No. 333-58739
SUPPLEMENT DATED AUGUST 21, 1998
TO
RIGHTS OFFERING PROSPECTUS
DATED AUGUST 7, 1998
On August 17, 1998, Seneca Foods Corporation (the "Company")
signed a Letter of Intent (the "Letter") with Northland Cranberries, Inc.
("Northland"), whereby Northland has agreed, subject to the fulfillment of
certain contingencies discussed below, to purchase certain of the Company's
juice bottling facilities and warehouses (the "Proposed Disposition"). The total
purchase price for the Proposed Disposition is estimated to be between $30 and
$35 million of which $3 million will be paid in Northland Class A common stock
and the balance in cash.
Assets to Be Sold. The Letter contemplates that Northland will
purchase the following of the Company's plants: Dundee, New York; Jackson,
Wisconsin (excluding sauerkraut operations); Mountain Home, North Carolina; Eau
Claire, Michigan and Portland, New York (concord grape receiving station)
together with all related furniture, fixtures and equipment. Northland also will
purchase the intangibles related to that portion of the Company's juice business
to be sold in the Proposed Disposition (the "Juice Business"), including the
trademarks TreeSweet(R), Awake(R) and Orange Plus(R) and certain other
trademarks, trade names and intellectual property and all of the good will
associated with the Juice Business. Northland will not acquire the Seneca(R)
brand name, but the Company will license the Seneca(R) brand to Northland on a
royalty-free, world-wide basis for a period of 99 years for exclusive use in
connection with juice, juice beverages, retail concentrates, cranberry sauce and
dried cranberries. Northland will also acquire the net working capital of the
Juice Business, including product inventories, raw materials and supplies and
work in process, less accruals and payables.
Contingencies. The completion of the Proposed Disposition is
subject to satisfaction of the following conditions: completion of a due
diligence investigation by Northland, the execution of a definitive purchase
agreement (which may contain additional conditions), the receipt of necessary
governmental approvals pursuant to certain federal anti-trust laws and the
receipt of necessary consents and approvals from the parties' lenders. Subject
to fulfillment of these contingencies, the parties anticipate that the Proposed
Disposition will close no later than October 31, 1998. OWING TO THESE AND OTHER
POSSIBLE CONTINGENCIES, THERE CAN BE NO ASSURANCE THAT THE PROPOSED DISPOSITION
WILL OCCUR.
Use of Proceeds. The Company intends to use the proceeds of
the Proposed Disposition to reduce its current indebtedness and for other
working capital purposes.
Revocability of Rights Exercised by Shareholders. SHAREHOLDERS
OF THE COMPANY WHO HAVE EXERCISED THEIR RIGHTS SHALL BE ENTITLED TO REVOKE SUCH
EXERCISE UNTIL 5:00 P.M., EASTERN DAYLIGHT TIME, ON AUGUST 27, 1998. Revocation
of the exercise of Rights must be affected by written notice to the Company's
Transfer Agent sent by regular mail or overnight courier to Sarah S. Mortensen,
1605 Main Street, Suite 1010, Sarasota, Florida 34236 or by facsimile to Sarah
S. Mortensen at (941) 366-9707. Originally, the rights documentation stated that
any exercise of the Rights by a Rights Holder was irrevocable.
Impact of the Proposed Disposition on the Company. The Juice
Business represented 8% of the Company's assets and 15% of its revenues as of
the end of the 1998 fiscal year.
Capitalized terms used but not otherwise defined in this
Prospectus Supplement shall have the meaning ascribed to them in the attached
Prospectus.
