UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
-----------------------
SENECA FOODS CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.25
CLASS B COMMON STOCK, PAR VALUE $0.25
(Title of Class of Securities)
817070501
817070105
(CUSIP Number)
-----------------------
IRIS B. ROSKEN 1/
Carl Marks Management Company, L.P.
135 East 57th Street
New York, NY 10022-2032
Tel. No.: (212) 909-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
JUNE 22, 1998
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 34 Pages
- --------
1/ Copy to: John C. Kennedy, Esq., Paul, Weiss, Rifkind, Wharton & Garrison,
1285 Avenue of the Americas, New York, New York 10019-6064, Tel: (212)
373-3000.
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 2 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 886,497 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
886,497 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,964 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 3 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 4 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 265,949 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
265,949 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
906,416 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 5 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 6 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uranus Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF 29,550 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
29,550 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,017 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 7 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uranus Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 8 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,152,446 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
1,152,446 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,913 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 9 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 10 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Offshore Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 29,550 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
29,550 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,017 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 11 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Offshore Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 12 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 1,181,996 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
1,181,996 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,822,463 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 13 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 14 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 1,181,996 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 640,467 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
1,181,996 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
640,467 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,822,463 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.8%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 15 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 697,528 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
697,528 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,528 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 16 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMCO, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 232,568 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
232,568 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,568 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 17 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMCO, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 232,568 Shares of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
232,568 Shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,568 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 18 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 145,000 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 343,088 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
145,000 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
343,088 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,088 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 19 of 34 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 145,000 Shares of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 335,088 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
145,000 Shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER
335,088 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,088 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
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The joint statement on Schedule 13D dated April 16, 1984, as amended on
September 19, 1988 by Amendment No. 1, as further amended on June 6, 1989 by
Amendment No. 2, as further amended on August 15, 1989 by Amendment No. 3, as
further amended on March 27, 1991 by Amendment No. 4, as further amended on
March 2, 1995 by Amendment No. 5 and as further amended on December 12, 1995 by
Amendment No. 6, of CMCO, INC. (formerly Carl Marks & Co, Inc.) ("CMCO") and
Edwin S. Marks ("Marks" and, together with CMCO, the "Existing Marks
Shareholders") is hereby amended and restated in its entirety as stated below.
This amendment adds Carl Marks Strategic Investments, L.P. (the "Partnership"),
Carl Marks Strategic Investments II, L.P. ("Partnership II"), Uranus Fund, Ltd.
("Uranus" and, together with the Partnership and Partnership II, the
"Investors"), Carl Marks Management Company, L.P. (the "General Partner"), Carl
Marks Offshore Management, Inc. (the "Manager"), Andrew M. Boas and Robert C.
Ruocco as parties to the joint statement on Schedule 13D and reports certain
transactions entered into in June 1998. Because of the relationship between the
Investors, the General Partner, the Manager, Messrs. Boas and Ruocco and the
Existing Marks Shareholders, they have decided to report jointly their interests
in the common stock of Seneca Foods Corporation, a New York corporation (the
"Issuer").
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Class A common stock, par
value $0.25 per share (the "Class A Common Stock") and Class B common stock, par
value $0.25 per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock") of the Issuer. The principal executive offices
of the Issuer are located at 1162 Pittsford-Victor Road, Pittsford, New York
14534.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) the Partnership, a Delaware limited
partnership, (ii) Partnership II, a Delaware limited partnership, (iii) Uranus,
a Cayman Islands corporation, (iv) the General Partner, a Delaware limited
partnership and the sole general partner of each of the Partnership and
Partnership II, (v) the Manager, a New York corporation and the investment
manager of Uranus, (vi) Messrs. Andrew M. Boas ("Boas") and Robert C. Ruocco,
the two general partners of the General Partner, (vii) CMCO, a New York
corporation, and (viii) Marks, the President of CMCO. The Investors, the General
Partner, the Manager, Messrs. Boas and Ruocco and the Existing Marks
Shareholders are herein collectively referred to as the "Reporting Persons."
The Reporting Persons are filing this amended and restated Schedule 13D
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 (the
"Exchange Act"), because of their relationships and neither such filing nor
anything set forth herein shall be deemed to be an admission that such a "group"
exists. The capital stock of CMCO is owned by various members of the Marks
family (including Marks and Boas). Marks is an officer and a director of CMCO,
and Boas is an officer of CMCO. Marks is Boas' uncle.
This Schedule reports the beneficial ownership of the Existing Marks
Shareholders. The Schedule reports certain transactions entered into by the
Investors with the
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Issuer in June 1998. The Investors have not yet purchased any shares of the new
series of convertible participating preferred stock to be issued by the Issuer
(the "Convertible Preferred Stock") pursuant to the Stock Purchase Agreement (as
defined below). The only shares of Class A Common Stock and Class B Common Stock
reported on herein are shares represented by the Option (as defined below)
granted by the terms of the Stock Purchase Agreement and shares of Class A
Common Stock and Class B Common Stock held by certain third parties which may be
deemed to be owned by the Investors as a result of contractual provisions in the
Shareholders Agreement (as defined below). See Item 4 for a description of such
transactions.
(b)-(c) (i) The principal business of each of the Investors is
investment in securities. The general partner of the Partnership and Partnership
II is the General Partner. The investment manager of Uranus is the Manager. The
principal business of the General Partner and the Manager is investment
management, including the management of the Partnership, Partnership II and
Uranus. The business address of each of the Investors, the General Partner and
the Manager is 135 East 57th Street, New York, New York 10022.
(ii) The principal business of each of Messrs. Boas and Ruocco
is acting as general partner of the General Partner. In addition to serving as
general partners of the General Partner, Messrs. Boas and Ruocco are the only
directors, controlling persons and executive officers of the Manager. Boas is
also a Vice President of Carl Marks & Co., Inc., which through affiliates is
engaged in a broad variety of investment activities, including securities
trading, money management, venture capital, real estate investing, corporate
merchant banking and work out activities. The business address of Messrs. Boas
and Ruocco is 135 East 57th Street, New York, New York 10022.
(iii) The principal business of CMCO is to act as a holding
company for various stock and limited partnership interests. The directors,
controlling persons and executive officers of CMCO are listed on the attached
Schedule A. The business address of CMCO is 135 East 57th Street, New York, New
York 10022.
(iv) Marks is a shareholder and President of each of CMCO and
Carl Marks & Co., Inc. Marks' business address is 135 East 57th Street, New
York, New York 10022.
(d) During the last five years, none of the Reporting Persons or the
other individuals listed on Schedule A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or the
other individuals listed on Schedule A has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Boas, Ruocco and Marks and the other individuals listed on
Schedule A are each citizens of the United States of America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The source of funds or other consideration used by the Existing
Marks Shareholders in making purchases of Common Stock has been the working
capital of CMCO or the personal funds of Marks, as applicable.
(b) No funds were paid to the Existing Shareholders (as defined below)
or the Issuer by the Investors in connection with the execution and delivery of
the Shareholders Agreement and the granting of the Options. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
CMCO (or its predecessors) has been a shareholder of the Issuer since
1982 and Marks has been a shareholder since 1991.
On June 22, 1998, the Issuer and the Investors entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the
Investors agreed to make a $44 million to $50 million equity investment in the
Issuer in the form of the Convertible Preferred Stock. A copy of the Stock
Purchase Agreement is filed as Exhibit 2(a) to the Issuer's Form 8-K filed with
the Securities and Exchange Commission (the "Commission"), dated July 2, 1998,
and is incorporated herein by reference. As of the date hereof, the Investors
have not purchased any shares of Convertible Preferred Stock.
Pursuant to the Stock Purchase Agreement, subject to the terms and
conditions therein, the Investors have agreed to purchase (the "Purchase")
1,166,667 shares of Convertible Preferred Stock for an aggregate purchase price
of $14,000,004 (or $12.00 per share). In addition, the Stock Purchase Agreement
provides that the Issuer will conduct a $36 million rights offering (the "Rights
Offering" and together with the Purchase, the "Transaction"), whereby each
holder of the Issuer's Common Stock may purchase shares of the Convertible
Preferred Stock. Each holder (a "Rights Holder") will receive one-half of a
right (a "Right") to purchase shares of the Convertible Preferred Stock at a
subscription price of $12.00 per share (the "Subscription Price"). Each whole
Right will entitle a Rights Holder to receive, upon payment of the Subscription
Price, one share of Convertible Preferred Stock. The shares of Convertible
Preferred Stock will be immediately convertible share-for-share into Class A
Common Stock at any time. The Convertible Preferred Stock will not pay regular
dividends (except for dividends paid at the same rate and at the same time as
dividends paid on the Common Stock).
Subject to the terms and conditions of the Stock Purchase Agreement,
the Investors have agreed to act as standby purchasers of up to 2.5 million
shares of Convertible Preferred Stock not purchased by the Issuer's shareholders
in the Rights Offering. If at least 2.5 million shares become available for
purchase by the Investors, their total purchase price for the 2.5 million shares
will be $30 million. If less than 2.5 million shares become available for
purchase by the Investors, the Investors may require the Issuer to issue and
sell to them additional shares of Convertible Preferred Stock so as to permit
them to acquire up to 2.5 million shares of Convertible Preferred Stock. The
Issuer will not be required to issue in connection with the Stock Purchase
Agreement and the Rights Offering more than 4,166,667 shares of Convertible
Preferred Stock (or a total purchase price of $50,000,004) to the Investors
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and shareholders of the Issuer who exercise their purchase rights under the
Rights Offering. Certain significant shareholders of the Issuer's Common Stock,
including Arthur Wolcott and Kraig Kayser, the Issuer's chairman and
president/CEO, respectively, and their families have agreed not to exercise
their Rights in the Rights Offering. Therefore it is expected that the Investors
will acquire, as standby purchasers, at least 810,374 shares of Convertible
Preferred Stock in addition to the 1,166,667 shares of Convertible Preferred
Stock to be purchased directly from the Issuer.
Pursuant to the terms of the Stock Purchase Agreement, the Investors
have the right to purchase from the Issuer (the "Option") up to 1,181,996 shares
of Convertible Preferred Stock at any time prior to the closing of the
Transaction (the "Option Shares"). The Option Shares may be purchased even if
the conditions to the Transaction are not satisfied.
In connection with the Stock Purchase Agreement, on June 22, 1998, the
Issuer, the Investors, CMCO, Marks, Nancy A. Marks and Marjorie Boas entered
into a Shareholders Agreement (the "Shareholders Agreement") with the following
existing shareholders (each, an "Existing Shareholder") who own in the aggregate
approximately 19.4% and 23.8% of the issued and outstanding shares of Class A
Common Stock and Class B Common Stock, respectively: Arthur S. Wolcott,
Individually and as Trustee, Audrey S. Wolcott, as Trustee, Kraig H. Kayser,
Individually and as Trustee for certain Kayser family trusts, Susan W. Stuart,
Individually and as Trustee for Alexius Lyle Wadell and Kyle Aaron Wadell,
Donald Stuart, Kurt Kayser, Karl Kayser, Marilyn W. Kayser, Robert Oppenheimer,
as Trustee of certain Kayser family trusts, Mark S. Wolcott, Individually and as
Trustee for Erin Lorraine Wolcott and Cassandra Jean Wolcott, Kari Wolcott,
Bruce S. Wolcott, Individually and as Trustee for Kaitlin Kerr Wolcott, Michael
Stanton Wolcott and Paige Strode Wolcott, Constance Wolcott, Grace W. Wadell,
Individually and as Trustee for Sara Elizabeth Stuart, Jennifer Grace Stuart and
Donald Arthur Stuart, and Aaron Wadell. A copy of the Shareholders Agreement is
filed as Exhibit 2(b) to the Issuer's Form 8-K filed with the Commission, dated
July 2, 1998, and is incorporated herein by reference.
Pursuant to the Shareholders Agreement, each Existing Shareholder
agreed, among other things, to: (i) not exercise their Rights in the Rights
Offering; (ii) vote, or cause to be voted, all of their voting shares of the
Issuer in favor of the Transaction at the next annual or special meeting of the
shareholders of the Issuer; (iii) overall limitations and restrictions for a two
year period on their ability to sell or otherwise transfer shares of the
Issuer's capital stock owned by each of them; (iv) following such two year
restricted period discussed in item (iii), an obligation to offer the Investors
an opportunity to participate in the sale of any capital stock of the Issuer
owned by any Existing Shareholder; and (v) certain changes to the Issuer's Board
of Directors, as discussed below. The Shareholders Agreement also provides the
Investors with the right (subject to certain limitations), in the event that the
Issuer issues any voting securities (or any securities convertible into or
exercisable or exchangeable for such securities), to purchase a certain
percentage of any new issuance in order to maintain their percentage ownership
in the Issuer. To the extent an individual Investor does not purchase its
respective percentage of such new issuance, the remaining Investors will be
granted the right to purchase such percentage.
The Shareholders Agreement requires that the Issuer's Board of
Directors be increased by two persons (from seven to nine directors), who will
be chosen by the Investors
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and nominated for election to the Board of Directors at the next annual or
special meeting of the shareholders of the Issuer (the "Investor Designees").
The Shareholders Agreement also provides that the Investor Designees shall
constitute at least 22% of the members on any committee of the Board of
Directors. The Investor Designees will continue to be nominated for election to
the Board of Directors and the Existing Shareholders will continue to vote for
the Investor Designees until the Stock Purchase Agreement is terminated or such
time as the Investors no longer own, in the aggregate, at least 10% of the Class
A Common Stock (assuming conversion of all shares of Convertible Preferred Stock
into Class A Common Stock).
Pursuant to the Stock Purchase Agreement and upon shareholder approval
of the Transaction, the Issuer will amend its Certificate of Incorporation (the
"Charter Amendments") to: (i) increase the number of authorized shares of Class
A Common Stock from 10,000,000 shares to 20,000,000 shares; (ii) increase the
number of authorized shares of Preferred Stock with $.025 par value per share,
Class A from 4,000,000 shares to 8,200,000 shares; (iii) set forth the rights,
preferences and limitations of the Convertible Preferred Stock; (iv) require
unanimous board approval, in accordance with Section 709 of the New York
Business Corporation Law, of the Major Corporate Actions (as defined below); and
(v) remove the acquisition by the Investors of Class A Common Stock issuable
upon conversion of the Convertible Preferred Stock from the operation of certain
"Class A Special Rights" provisions of the Certificate of Incorporation. The
"Class A Special Rights" provision grants certain rights to the holders of the
Class A Common Stock in the event that a person attempts to gain control of the
Company and certain conditions are satisfied. The Charter Amendments also
require unanimous approval of the Issuer's Board of Directors (excluding
Directors who abstain from voting) for certain defined major corporate actions
(the "Major Corporate Actions"), including: (i) any amendment or modification to
the Issuer's Restated Certificate of Incorporation, as amended, or its Bylaws;
(ii) any business combination involving the Issuer or a subsidiary of the
Issuer; (iii) any sale or transfer of all or substantially all of the Issuer's
assets; (iv) certain issuances of securities; (v) any acquisition or disposition
or series of related acquisitions or dispositions of assets involving gross
consideration in excess of $15 million; (vi) any change in the Issuer's line of
business; (vii) any change in the Issuer's certified public accountants; (viii)
the settlement of certain litigation; or (ix) the commencement by the Issuer of
proceedings relating to bankruptcy, insolvency, reorganization or relief of
debtors. The requirement for unanimous approval of the Board of Directors
(excluding Directors who abstain from voting) will terminate when the Investors
no longer own, in the aggregate, at least 15% of the Issuer's Class A Common
Stock (assuming conversion of all shares of Convertible Preferred Stock into
shares of Class A Common Stock). The Issuer's proposed Certificate of Amendment
of its Certificate of Incorporation is filed as Exhibit 3(i) to the Issuer's
Form 8-K filed with the Commission, dated July 2, 1998, and is incorporated
herein by reference.
The Transaction is subject to a number of conditions, including, among
other things: (i) approval of the Transaction by the Issuer's shareholders; (ii)
declaration of the effectiveness of the registration statement relating to the
Rights Offering; (iii) receipt of all required governmental approvals; (iv)
absence of any statute or injunction which would have an adverse effect on the
consummation of the Transaction; (v) filing of the Charter Amendments; (vi)
approval of the shares of Class A Common Stock issuable upon conversion of the
Convertible Preferred Stock for quotation on the Nasdaq by the Nasdaq Stock
Market, Inc.; (vii) receipt by the Investors of legal opinions from the Issuer's
counsel; and (vii) for any five
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consecutive trading day period after June 22, 1998, the five consecutive trading
day average of the closing price of the Class A Common Stock shall not be $12.00
per share or lower.
The Investors entered into the Stock Purchase Agreement in order to
acquire a significant interest in the Issuer and for investment purposes. The
Reporting Persons intend to review continuously their position in the Issuer.
Depending upon future evaluations of the business prospects of Issuer and upon
other developments, including, but not limited to, general economic and business
conditions, stock market conditions and performance of the Common Stock, each of
the Reporting Persons may retain or from time to time dispose of all or a
portion of its holdings, subject to any applicable legal and contractual
restrictions on its ability to do so.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (b) through (j) of Item 4 of Schedule 13D of the
Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) (i) CMCO beneficially owns 232,568 shares of Class A Common
Stock, comprising approximately 7.4% of the 3,143,125 outstanding shares of
Class A Common Stock on June 22, 1998. CMCO also beneficially owns 232,568
shares of Class B Common Stock, comprising approximately 8.3% of the 2,796,555
outstanding shares of Class B Common Stock on June 22, 1998.
CMCO has the sole power to direct the vote and the sole power to
dispose of or to direct the disposition of 232,568 shares of Class A Common
Stock on June . These powers would be exercised for CMCO by its executive
officers or the Board of Directors. CMCO has the sole power to vote or to direct
the vote and the sole power to dispose of or to direct the disposition of
232,568 shares of Class B Common Stock. These powers would be exercised for CMCO
by its executive officers or the Board of Directors.
(ii) Marks beneficially owns 488,088 shares of Class A Common
Stock, comprising approximately 15.5% of the outstanding shares, which include
110,520 shares of Class A Common Stock which he beneficially owns and shares
voting and dispositive power over with his wife, Nancy A. Marks, and his
daughters (collectively, the "Daughters") and 232,568 shares of which are owned
by CMCO. Marks disclaims the beneficial ownership of all stock owned by his wife
and Daughters.
Marks beneficially owns 480,088 shares of Class B Common Stock,
comprising approximately 17.2% of the outstanding shares, which include 102,520
shares of Class B Common Stock beneficially owned by his wife and 232,568 shares
of which are owned by CMCO. Marks disclaims the beneficial ownership of all
stock owned by his wife.
Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 145,000 shares of Class A
Common Stock. He shares such powers to vote and to dispose of 343,088 shares of
Class A Common Stock, consisting of 104,520 shares of which he shares such
powers with his wife, 6,000 shares of which he shares such powers with his
Daughters, and of 232,568 shares by virtue of being President of CMCO.
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Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 145,000 shares of Class B
Common Stock. He shares such powers to vote and to dispose of 335,088 shares of
Class B Common Stock, consisting of 102,520 shares of which he shares such
powers with his wife and of 232,568 shares by virtue of being President of CMCO.
(iii) The Investors have not yet purchased any shares of
Convertible Preferred Stock pursuant to the Stock Purchase Agreement. The only
shares of Class A Common Stock reported on herein are shares represented by the
Option granted by the terms of the Stock Purchase Agreement and shares of Class
A Common Stock and Class B Common Stock held by certain third parties which may
be deemed to be owned by the Investors as a result of contractual provisions in
the Shareholders Agreement.
The Partnership, Partnership II and Uranus may be deemed to
beneficially own in the aggregate 1,526,964 shares of Class A Common Stock
(assuming conversion of the 886,497 shares of Convertible Preferred Stock that
the Partnership may purchase pursuant to the Option into Class A Common Stock on
a share-for-share basis), 906,416 shares of Class A Common Stock (assuming
conversion of the 265,949 shares of Convertible Preferred Stock that Partnership
II may purchase pursuant to the Option into Class A Common Stock on a
share-for-share basis) and 607,017 shares of Class A Common Stock (assuming
conversion of the 29,550 shares of Convertible Preferred Stock that Uranus may
purchase pursuant to the Option into Class A Common Stock on a share-for-share
basis), respectively, constituting 37.6%, 26.3% and 20.9% of such outstanding
stock and 697,528 shares of Class B Common Stock each, representing shares held
by the Existing Shareholders and constituting 24.7% of such outstanding stock.
Because of the voting agreements and restrictions on disposition set
forth in the Shareholders Agreement, the Investors may be deemed to have shared
voting and dispositive power of the voting securities of the Issuer held by the
Existing Shareholders. The Existing Shareholders directly own 608,558 shares,
665,619 shares, 386,652 shares and 377,280 shares of the Class A Common Stock,
Class B Common Stock, Series A Preferred Stock (as defined below) and Series B
Preferred Stock (as defined below), respectively, constituting 19.4%, 23.8%,
95.0% and 94.3%, respectively, of such shares outstanding as of June 22, 1998.
The Issuer's 10% Cumulative Convertible Voting Preferred Stock - Series A, par
value $0.025 per share ("Series A Preferred Stock"), is convertible into shares
of Common Stock on the basis of one share of Class A Common Stock and one share
of Class B Common Stock for every 20 shares of Series A Preferred Stock. The
Issuer's 10% Cumulative Convertible Voting Preferred Stock - Series B, par value
$0.025 per share ("Series B Preferred Stock"), is convertible into Common Stock
on the basis of one share of Class A Common Stock and one share of Class B
Common Stock for every 30 shares of Series B Preferred Stock. Based on the
3,143,125 shares of Class A Common Stock and the 2,796,555 shares of Class B
Common Stock that were issued and outstanding as of June 22, 1998, and assuming
conversion of the Series A Preferred Stock and the Series B Preferred Stock at
the rates discussed above, the Investors would each be deemed to have shared
voting and dispositive power over 640,467 shares (or approximately 20.2%) of the
Class A Common Stock and 697,528 shares (or approximately 24.7%) of the Class B
Common Stock. Because of the limited voting and disposal arrangements provided
for in the Shareholders Agreement, the Reporting Persons disclaim beneficial
ownership of any shares of Common Stock described in this paragraph.
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As a result of the Option, the Partnership is deemed to have sole
voting and dispositive power over 886,497 shares of Class A Common Stock,
constituting 20.3% of the 4,357,030 shares of Class A Common Stock that were
issued and outstanding as of June 22, 1998 (assuming conversion of all of the
Convertible Preferred Stock into Class A Common Stock on a share-for-share basis
as discussed above). As a result of the Option, Partnership II and Uranus are
deemed to have sole voting and dispositive power over 265,949 shares of Class A
Common Stock and 29,550 shares of Class A Common Stock, respectively,
constituting 6.1% and 0.7% of such outstanding shares.
(iv) In its capacity as the sole general partner of the
Partnership and Partnership II, the General Partner may be deemed to be the
beneficial owner of 1,792,913 shares of Class A Common Stock and 697,528 shares
of Class B Common Stock held by the Partnership and Partnership II, constituting
41.1% and 24.7%, respectively, of the outstanding shares of such stock.
The General Partner may be deemed to have sole voting and dispositive
power over 1,152,446 shares of Class A Common Stock (representing the shares
underlying the Option), constituting 26.5% of such outstanding stock. The
General Partner may be deemed to have shared voting and dispositive power over
640,467 shares of Class A Common Stock and 697,528 shares of Class B Common
Stock (representing shares held by the Existing Shareholders), constituting
14.7% and 24.7% of such outstanding stock.
(v) In its capacity as manager of Uranus, the Manager may be
deemed to be the beneficial owner of 670,017 shares of Class A Common Stock and
697,528 shares of Class B Common Stock, constituting 15.4% and 24.7%,
respectively, of the outstanding shares of such stock.
The Manager may be deemed to have sole voting and dispositive power
over 29,550 shares of Class A Common Stock (representing the shares underlying
the Option), constituting 0.7% of such outstanding stock. The Manager may be
deemed to have shared voting and dispositive power over 640,467 shares of Class
A Common Stock and 697,528 shares of Class B Common Stock (representing shares
held by the Existing Shareholders), constituting 14.7% and 24.7% of such
outstanding stock.
(vi) In their capacity as general partners of the Partner and
directors, controlling persons and executive officers of the Manager, Messrs.
Boas and Ruocco may each be deemed to be the beneficial owners of 1,822,463
shares of Class A Common Stock and 697,528 shares of Class B Common Stock,
constituting 41.8% and 24.7%, respectively, of the outstanding shares of such
stock.
Messrs. Boas and Ruocco may be deemed to have sole voting and
dispositive power over 1,181,996 shares of Class A Common Stock (representing
the shares underlying the Option), constituting 27.1% of such outstanding stock.
Messrs. Boas and Ruocco may be deemed to have shared voting and dispositive
power over 640,467 shares of Class A Common Stock and 697,528 shares of Class B
Common Stock (representing shares held by the Existing Shareholders),
constituting 14.7% and 24.7% of such outstanding stock.
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(c) Except as described in Item 4, none of the Reporting Persons has
effected any transactions in the Common Stock during the past 60 days.
(d) No person other than the Reporting 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 the sale of the shares of Common Stock
listed in this Item 5.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None, except as set forth in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Description
- ------ -----------
Incorporated by reference to Stock Purchase Agreement, dated as of June 22,
Exhibit 2(a) of the Issuer's 1998, by and among the Issuer and the
Form 8-K, dated July 2, Investors.
1998, filed with the
Commission
Incorporated by reference to Shareholders Agreement, dated as of June 22,
Exhibit 2(b) of the Issuer's 1998, by and among the Issuer, the Investors
Form 8-K, dated July 2, and certain existing shareholders specified
1998, filed with the therein.
Commission
Incorporated by reference to Registration Rights Agreement, dated as of
Exhibit 2(c) of the Issuer's June 22, 1998, by and among the Issuer, the
Form 8-K, dated July 2, Investors, Edwin S. Marks, Nancy Marks,
1998, filed with the Marjorie Boas and CMCO, Inc.
Commission
Incorporated by reference to Proposed Certificate of Amendment of the
Exhibit 3(i) of the Issuer's Issuer's Certificate of Incorporation
Form 8-K, dated July 2,
1998, filed with the
Commission
Exhibit 1: Joint Filing Agreement
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 2, 1998
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
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CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
CMCO, INC.
By: /s/ Mark Claster
----------------
Name: Mark Claster
Title: Managing Director
/s/ Edwin S. Marks
------------------
Edwin S. Marks
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Schedule A
CMCO, INC.
Set forth below is the name, current business address, and the present
principal occupation or employment of each director and executive officer of
CMCO, INC. Unless otherwise indicated, each person identified below is employed
by CMCO. The principal address of CMCO, and unless otherwise indicated below,
the current business address for each individual listed below, is 135 East 57th
Street, New York, New York 10022. Each person listed below is a citizen of the
United States.
Present Principal Occupation or
Name and Address Employment
Directors:
----------
Edwin Marks Investor
Nancy A. Marks Retired
15 Eagle Point Drive
Kings Point, NY 11024
Marjorie Boas Retired
269-17V Grand Central Parkway
Floral Park, NY 11005
Officers:
---------
Edwin Marks President
Andrew Boas Vice-President
Mark Claster Vice-President
<PAGE>
Page 32 of 34 Pages
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ------ ---------------------- -----------
Incorporated by reference Stock Purchase Agreement, dated as of
to Exhibit 2(a) of the June 22, 1998, by and among the Issuer
Issuer's Form 8-K, dated and the Investors.
July 2, 1998, filed with
the Commission
Incorporated by reference Shareholders' Agreement, dated as of
to Exhibit 2(b) of the June 22, 1998, by and among the Issuer,
Issuer's Form 8-K, dated the Investors and certain existing
July 2, 1998, filed with shareholders specified therein.
the Commission
Incorporated by reference Registration Rights Agreement, dated as of
to Exhibit 2(c) of the June 22, 1998, by and among the Issuer,
Issuer's Form 8-K, dated the Investors, Edwin S. Marks, Nancy
July 2, 1998, filed with Marks, Marjorie Boas and CMCO, Inc.
the Commission
Incorporated by reference Proposed Certificate of Amendment of the
to Exhibit 3(i) of the Issuer's Certificate of Incorporation
Issuer's Form 8-K, dated
July 2, 1998, filed with
the Commission
Exhibit 1: Joint Filing Agreement
Page 33 of 34 Pages
Exhibit 1
---------
Agreement Relating to Joint Filing
of Statement on Schedule 13D
----------------------------------
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of shares of Class A
common stock, $0.25 par value per share, and shares of Class B common stock,
$0.25 par value per share, each of Seneca Foods Corporation, a New York
corporation, is being filed on behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that
each person on whose behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: July 2, 1998
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
<PAGE>
Page 34 of 34 Pages
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
CMCO, INC.
By: /s/ Mark Claster
----------------
Name: Mark Claster
Title: Managing Director
/s/ Edwin S. Marks
------------------
Edwin S. Marks
