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, 1997
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
Financial Statements as of and for the Years Ended December 31, 1997 and 1996,
Supplemental Schedules as of and for the Year Ended December 31, 1997 and
Independent Auditors' Report
<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 AND FOR THE YEARS THEN
ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND FOR THE YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 7
Item 27d - Schedule of Reportable Transactions 8
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, 1997 and 1996, 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,
1997 and 1996, 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 1997 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic 1997 financial
statements taken as a whole.
/s/Deloitte & Touche LLP
Rochester, New York
June 12, 1998
<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
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<CAPTION>
1997 1996
---- ----
<S> <C> <C>
ASSETS
INVESTMENTS:
At fair value:
Seneca Foods Corporation common stock $ 269,967 $ 2,135
INVESCO Stable Value Fund 1,642,732 1,183,852
Vanguard Wellington Fund 3,026,926 1,754,503
T. Rowe Price Equity Income Fund 2,911,550 1,492,167
Neuberger & Berman Guardian Fund 2,836,776 1,734,044
---------- ---------
Total investments 10,687,951 6,166,701
---------- ---------
CONTRIBUTIONS RECEIVABLE:
Employee 295,645 239,949
Employer 791,135 195,882
--------- -------
Total contributions receivable 1,086,780 435,831
NET ASSETS AVAILABLE FOR BENEFITS $ 11,774,731 $ 6,602,532
============ ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
ADDITIONS:
Participant contributions $ 3,408,184 $ 2,564,162
Employer contributions 806,386 195,882
Net appreciation in fair value of investments 1,174,854 537,483
Dividend income 257,579 161,138
---------- ---------
Total additions 5,647,003 3,458,665
DEDUCTIONS:
Withdrawals by participants 409,231 282,198
Administrative expenses 65,573 36,748
-------- --------
Total deductions 474,804 318,946
NET INCREASE 5,172,199 3,139,719
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 6,602,532 3,462,813
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 11,774,731 $ 6,602,532
============ ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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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 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,
1997 and 1996 net assets available for benefits included benefits of $-0-
and $8,347, 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. INFORMATION BY FUND
The Plan's investments are held with the Plan Trustee. The following table
presents the statement of changes in net assets available for benefits, by
fund, for the years ended December 31, 1997 and 1996. The 1996 information
has been revised to conform with the 1997 information. For purposes of
this information, contributions receivable have been allocated to the
invested assets.
<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, 1996 $ - $ 760,239 $ 992,923 $ 773,357 $ 936,294 $ 3,462,813
Contributions 2,597 506,892 793,133 673,749 783,673 2,760,044
Dividend income - 54,346 58,454 34,528 13,810 161,138
Net (depreciation)
appreciation in fair
value (201) - 151,061 173,988 212,635 537,483
----- --------- --------- --------- --------- ---------
2,396 1,321,477 1,995,571 1,655,622 1,946,412 6,921,478
----- --------- --------- --------- --------- ---------
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 2,287 1,267,521 1,878,502 1,597,625 1,856,597 6,602,532
Contributions 300,699 644,484 1,119,548 1,096,467 1,053,372 4,214,570
Dividend income - 89,278 97,382 59,451 11,468 257,579
Net (depreciation)
appreciation in fair
value (7,645) - 385,098 483,957 313,444 1,174,854
----- --------- --------- --------- --------- ---------
295,341 2,001,283 3,480,530 3,237,500 3,234,881 12,249,535
Less:
Benefits paid to
participants 4,110 66,214 119,570 100,272 119,065 409,231
Administrative
expenses 3,697 11,861 18,163 15,973 15,879 65,573
----- --------- --------- --------- --------- ---------
7,807 78,075 137,733 116,245 134,944 474,804
Transfers 9,885 (113,438) (8,085) 86,349 25,289 -
----- --------- --------- --------- --------- ---------
Account value,
December 31, 1997 $ 297,419 $ 1,809,770 $ 3,334,712 $ 3,207,604 $ 3,125,226 $ 11,774,731
========= =========== =========== =========== =========== ============
</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.
<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
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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 Unitized Fund 28,873 shares $ 277,359 $ 269,967
INVESCO Stable Value Fund 1,642,732 units 1,642,732 1,642,732
Vanguard Wellington Fund 102,782 shares 2,708,201 3,026,926
T. Rowe Price Equity Income Fund 111,682 shares 2,513,825 2,911,550
Neuberger & Berman Guardian Fund 163,975 shares 2,556,911 2,836,776
----------- ------------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 9,699,028 $ 10,687,951
=========== ============
<FN>
Note: Column a is omitted as it is not applicable.
</FN>
</TABLE>
<TABLE>
SENECA FOODS CORPORATION
EMPLOYEES' SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
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 Asset on i. Net
(including interest rate c. Purchase d. Selling g. Cost Transaction Gain or
and maturity in 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 Asset on i. Net
(including interest rate c. Purchase d. Selling g. Cost Transaction Gain or
and maturity in case of a loan) Price Price of Asset Date (Loss)
<S> <C> <C> <C> <C> <C>
INVESCO Stable Value Fund $ 769,811 $ - $ 769,811 $ 769,811 $ -
Vanguard Wellington Fund $ 1,249,163 $ - $ 1,249,163 $ 1,249,163 $ -
T. Rowe Price Equity Income Fund $ 1,296,833 $ - $ 1,296,833 $ 1,296,833 $ -
Neuberger & Berman Guardian Fund $ 1,206,235 $ - $ 1,206,235 $ 1,206,235 $ -
<FN>
Note: Columns e and f are omitted as not applicable.
</FN>
</TABLE>
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
-----------------------
June 30, 1998 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 June 12, 1998, appearing in this Annual Report on Form
11-K of Seneca Foods Corporation Employees' Savings Plan for the year ended
December 31, 1997.
/s/DELOITTE & TOUCHE LLP
Rochester, New York
June 29, 1998
