As filed with the Securities and Exchange Commission on August 18, 1999
Registration No. 333-64739
- --------------------------------------------------------------------------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SENECA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0733425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1162 Pittsford-Victor Road
Pittsford, New York 14534
(716) 385-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
KRAIG H. KAYSER
President and Chief Executive Officer
1162 Pittsford-Victor Road
Pittsford, New York 14534
(716) 385-9500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
WILLIAM I. SCHAPIRO, Esq.
Jaeckle Fleischmann & Mugel, LLP
Twelve Fountain Plaza, Suite 800
Buffalo, New York 14202
(716) 856-0600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to a dividend or interest reinvestment plan, please check the following box.[ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ X ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act or until this registration statement shall become effective
on such date as the Commission, acting pursuant to said section 8(a), may
determine.
4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
346,570 Shares
SENECA FOODS CORPORATION
Class A Common Stock
All of the shares of Class A Common Stock, $0.25 par value per share
("Class A Common Stock") of Seneca Foods Corporation (the "Company") offered
hereby (the "Offering"), are being sold by The Pillsbury Company, a Delaware
corporation ("Pillsbury" or the "Selling Security Holder"). The Selling Security
Holder may from time to time offer and sell the shares held by it directly or
through agents or broker-dealers on terms to be determined at the time of sale.
To the extent required, the names of any agent or broker-dealer and applicable
commissions or discounts and any other required information with respect to any
particular offer will be set forth in an accompanying Prospectus Supplement. See
"Plan of Distribution." The Selling Security Holder reserves the sole right to
accept or reject, in whole or in part, any proposed purchase of the shares to be
made directly or through agents. The shares of Class A Common Stock are entitled
to one-twentieth (1/20) of one vote per share whereas the shares of the
Company's Class B Common Stock, $0.25 par value per share ("Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock") are
entitled to one vote per share on all matters presented to the Company's
shareholders. See "Selling Security Holder" and "Risk Factors--The Shares of
Class A Common Stock Have Low Voting Power." The Company will receive no portion
of the proceeds of the Offering. The Selling Security Holder will be responsible
for the costs of printing this Prospectus to the extent such costs exceed
$2,500. The Company will be responsible for all other expenses associated with
the Offering. The Company's Class A Common Stock is traded in the
over-the-counter market and quoted on the NASDAQ National Market under the
symbol "SENEA." On May 27, 1999, the average of the high and low sales prices of
the Class A Common Stock as reported by the NASDAQ National Market was $14.00
per share.
See "Risk Factors" commencing on page 15 for certain factors and
considerations relevant to an investment in the Class A Common Stock offered
hereby.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1999.
<PAGE>
- 2 -
No dealer, salesmen or other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and
any information or representation not contained herein must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any of the securities
offered hereby in any jurisdiction to any person whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any date subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date or,
in the case of information incorporated herein by reference, the date of filing
with the Securities and Exchange Commission.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 5
PROSPECTUS SUMMARY 6
RISK FACTORS 15
THE COMPANY 24
USE OF PROCEEDS 24
SELLING SECURITY HOLDER 25
PLAN OF DISTRIBUTION 25
DESCRIPTION OF CAPITAL STOCK 26
LEGAL MATTERS 29
EXPERTS 29
- 3 -
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected at, and,
upon payment of the Commission's customary charges, copies obtained from, the
Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. Such reports, proxy
statements and other information are also available for inspection and copying
at prescribed rates at the Commission's regional offices in New York, New York
(7 World Trade Center, 13th Floor, New York, New York 10048) and in Chicago,
Illinois (Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661-2511). The Commission maintains a Web site (http://www.sec.gov)
that also contains reports, proxy statements and other information concerning
the Company. In addition, the Class A Common Stock is listed on the NASDAQ
National Market under the symbol "SENEA" and information can be inspected and
copies made at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, with respect to the Class A Common Stock offered hereby. This
Prospectus constitutes the Prospectus of the Company, filed as part of the
Registration Statement. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement, and reference is made to the Registration Statement and
the exhibits listed therein, which can be inspected at the public reference
facilities of the Commission noted above, and copies of which can be obtained
from the Commission at prescribed rates as indicated above. Statements contained
in this Prospectus as to the contents of any contract or other documents are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
- 4 -
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated into this Prospectus by reference are the documents listed
below filed by the Company under the Exchange Act. Copies of any such documents,
other than exhibits to such documents, are available without charge to each
person to whom a copy of this Prospectus has been delivered upon written or oral
request of such person from the Company, 1162 Pittsford-Victor Road, Pittsford,
New York 14534, Attention: Philip G. Paras, telephone number (716) 385-9500.
The following documents are hereby incorporated into this Prospectus by
reference and are made a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
March 31, 1999 (Commission File No. 0-1989).
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999 (Commission File No. 0-1989).
(3) The Company's Proxy Materials for its Annual Meeting of
Shareholders held on August 6, 1999 (Commission File No.
0-1989).
(4) The Company's Current Report on Form 8-K dated June 30, 1997
(Commission File No. 0-1989).
(5) The Company's Current Report on Form 8-K dated July 17, 1997
(Commission File No. 0-1989).
(6) The Company's Current Report on Form 8-K dated July 2, 1998
(Commission File No. 0-1989).
(7) The Company's Current Report on Form 8-K dated September 17,
1998 (Commission File No. 0-1989).
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act and prior
to the termination of the offering of all shares of Class A Common Stock to
which this Prospectus relates shall be deemed to be incorporated by reference in
this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a previously filed document
incorporated or deemed to be incorporated by reference herein) or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
- 5 -
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus. Unless the context otherwise
requires, all references in this Prospectus to the "Company" shall mean Seneca
Foods Corporation and its subsidiaries on a consolidated basis. This Prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. The Company's actual results
could differ materially from those set forth in the forward-looking statements.
See "Risk Factors" for a discussion of certain factors that might cause such a
difference.
The Company
The Company, which was founded in 1949, conducts its business almost
entirely in canned and frozen vegetable processing, which currently accounts for
approximately 96% of the Company's sales. Canned vegetables represent
approximately 88% and frozen vegetable products approximately 12% of the
Company's canned and frozen vegetable processing volume. Fruit products
represent 3% of the Company's sales.
Approximately 10% of the Company's food products are packed under its
own brands including Seneca(R), Libby's(R) (under license), Aunt Nellie's Farm
Kitchen(R) and Blue Boy(R). Approximately 29% of the processed foods are packed
under private labels, that is, under brand names owned or controlled by the
purchasers, which are primarily retail grocery chains, and approximately 12% are
sold to institutional food distributors. The remainder, approximately 49%, carry
the Green Giant(R) brand name of Pillsbury and are packed pursuant to a 20-year
First Amended and Restated Alliance Agreement originally dated December 8, 1994
as amended from time to time (the "Alliance Agreement") with Pillsbury and its
sole shareholder. Pillsbury's sole shareholder is now a wholly-owned subsidiary
of Diageo plc. See "Risk Factors--Dependence on Alliance Agreement."
The Company believes that it is one of the largest United States
producers of major canned vegetables (sweet corn, sweet peas and green beans)
and is also one of the largest United States producers of vegetables, including
canned and frozen vegetables.
- 7 -
The Company's sole non-food division, Seneca Flight Operations,
provides air charter service primarily to industries located in upstate New York
and contributes approximately 1% to the Company's sales. The Company's principal
executive office is located at 1162 Pittsford-Victor Road, Pittsford, New York.
Its telephone number is (716) 385-9500 and it maintains a web site at
www.senecafoods.com.
Recent Developments
Divestitures of Fruit and Juice Business
Prior to February 1999, the Company processed and sold both vegetable
and fruit products. The Company's fruit business was comprised of apple products
(including apple juice and apple sauce); grape products; bottled, canned and
frozen fruit juice drinks; fruit chips (a snack food); specialty cherry
products; and industrial flavorings. In the 12 month period before the
divestitures referred to in the next paragraph, the fruit business constituted
about 22% of the Company's total food products (vegetable and fruit) revenues.
In December 1998 the Company sold the principal assets of its fruit
juice business (excluding its plants in Washington State) to Northland
Cranberries, Inc. ("Northland"). In January 1999 the Company sold its applesauce
and industrial flavorings businesses and its principal fruit and juice
processing facility in Washington State to TreeTop, Inc. ("TreeTop"). The
Company granted to these purchasers the right to use the Seneca(R) name for the
juice and fruit products which they respectively acquired and certain related
products. The Company retains the Seneca name for its corporate identification
and as a brand name for present or future Company products not described in the
licenses granted to Northland and TreeTop.
After these sales, the Company's only remaining fruit-related
businesses are the fruit chips and specialty cherry products, which represented
approximately 3 % of fiscal 1999 sales. The Company retains a small fruit
processing plant in Washington State, which it intends to sell. The Company
conducts no operations at that plant.
The proceeds of the Company's sales to Northland and TreeTop were
approximately $58,437,000, subject to post-closing adjustments which the Company
expects to be non-material. The Company expects to recognize a minimum pre-tax
gain of $17,187,000 on these sales.
The Company decided to sell the fruit products businesses because:
(1) On a combined basis, these businesses lost money in fiscal
years 1997, 1998 and 1999 prior to their divestitures by the
Company.
(2) The Company had been the leader in U.S. sales of frozen apple
juice concentrate, but total consumer purchases of apple
concentrate have been declining in recent years at the rate of
approximately 5% per year. Consumer preferences have been
shifting to ready-to-drink, non-concentrated bottled apple
juice, sold primarily in plastic bottles. Although the Company
converted some juice production to plastic bottle lines, it
could not attain a position
- 8 -
in the bottled product comparable to its frozen concentrate
position. The Company's competitors, including Coca-Cola's
Minute Maid division, PepsiCo Tropicana Products division,
Cadbury-Schweppes (Mott's juice products), Welch's, Ocean
Spray and others had, as compared to the Company,
considerably more sales, advertising and promotion budgets
and other resources which are needed to obtain premium
shelf space in food stores and leadership in consumer sales.
(3) As is typical of agricultural products, supply varied from
year to year. In periods of short supply, the Company
benefitted by its ability to process apples into juice in its
own plants, thereby reducing (but not wholly eliminating) its
dependence on high-cost apple concentrate available on the
world markets. However, higher retail prices reduced consumer
demand for the product. To maintain desirable sales volume,
the Company could not increase its prices to fully compensate
for the higher costs. However, in periods of abundant supply,
as occurred in fiscal years 1998 and 1999 as a result of
increasing world production of apple concentrate, the Company
was able to purchase concentrate at a lower cost than it could
produce concentrate in its own plants, resulting in
underutilization of its fruit processing plants. The cash and
non-cash fixed costs of owning these plants (e.g.
depreciation, taxes, maintenance and interest on debt incurred
to acquire plants and equipment) continued to be incurred as
an expense which reduced earnings.
Effect of Divestitures. For the forseeable future, the Company has no
plans to enter into any new business unrelated to the vegetable business. From
time to time the Company may seek acquisitions of vegetable processing or
vegetable-related businesses, but it has no current agreements or understandings
to acquire any such business. The cash generated by the divestitures and the
Equity Investment (see "Prospectus Summary - Reduction in Outstanding Debt and
Leverage") have enabled the Company to reduce both short-term and long-term debt
and reduce the impact of interest expense and lender fees on future operations.
(See "Prospectus Summary - Reduction in Outstanding Debt and Leverage".)
- 9 -
Equity Investment
The Rights Offering. On August 7, 1998, the Board of Directors of the
Company declared a distribution of purchase rights (the "Rights Offering")
payable to the holders of the Company's Common Stock at the rate of one-half a
right for each share of Common Stock. Each full right entitled the holder to
purchase, at a price of $12.00, a share of Convertible Participating Preferred
Stock having a stated value of $12.00 per share (the "Convertible Participating
Preferred Stock"). The shares of Convertible Participating Preferred Stock are
convertible at any time into shares of Class A Common Stock on a share-for-share
basis. Pursuant to the Rights Offering, which expired on August 27, 1998,
holders of the Company's Common Stock
- 10 -
acquired 1,146,639 shares of Convertible Participating Preferred Stock under
the Rights Offering for a total investment of $13,759,668.
Stock Purchase Agreement and Shareholders Agreement. The Company
entered into a Stock Purchase Agreement dated June 22, 1998 (the "Stock Purchase
Agreement") with Carl Marks Strategic Investments, L.P., Carl Marks Strategic
Investments II, L.P. and Uranus Fund, Ltd. (the "Investors") whereby the
Investors agreed to purchase at $12.00 per share (i) 1.167 million shares of
Convertible Participating Preferred Stock, for total consideration of $14
million and (ii) up to 2.5 million shares of Convertible Participating Preferred
Stock which the Company's shareholders did not purchase in the subsequent Rights
Offering. The Company was not required to sell under the Stock Purchase
Agreement and the Rights Offering more than 4,166,667 shares of Convertible
Participating Preferred Stock at a total price of $50,000,004. The Investors
acquired a total of 3,019,895 shares of Convertible Participating Preferred
Stock for an aggregate purchase price of $36,238,740. The total investment
received by the Company as a result of the Rights Offering and investment by the
Investors was $49,998,408.
Concurrently with the Stock Purchase Agreement, the Company and certain of
its substantial shareholders, including the Investors, entered into a
Shareholders Agreement (the "Shareholders Agreement") whereby certain
substantial holders of the Company's stock, including members of the Wolcott and
Kayser families (the "Wolcott and Kayser Families" or the "Wolcott or Kayser
Families") who control the Company, agreed that they would not exercise, sell or
transfer the Rights to which they were entitled pursuant to the terms of the
Rights Offering. In a separate agreement, Pillsbury also agreed that it would
not exercise, sell or transfer the Rights to which it was entitled (as a
shareholder of the Company) pursuant to the Rights Offering. The total
investment made pursuant to the Stock Purchase Agreement and the Rights Offering
sometimes is referred to herein as the "Equity Investment."
The foregoing transactions provided the Investors with the ability to
influence the management of the Company, subject to the approximately 42%
combined voting power of the Wolcott and Kayser Families (in an election of
directors). The Shareholders Agreement requires that the number of directors
comprising the Company's Board of Directors be increased from seven to nine
members and requires the Company to fill the two new director positions with
persons designated by the Investors (the "Investor Designees"). The Investor
Designees will continue to be nominated for election to the Board and certain
substantial shareholders of the Company (particularly, Wolcott and Kayser family
members) 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 Company's Class A Common Stock (assuming
conversion of all shares of Convertible Participating Preferred Stock into
shares of Class A Common Stock). At the Company's Annual Meeting of Shareholders
held on August 7, 1998, the Company's shareholders elected the Investor
Designees, Andrew M. Boas and Arthur H. Baer, to serve as directors of the
Company for terms expiring in 2001 and 2000, respectively, effective upon
consummation of the Equity Investment by the Investors which occurred on
September 2, 1998. The Shareholders Agreement also requires that, until such
time as the Investors own, in the aggregate, less than 10% of the Company's
Class A Common Stock (assuming conversion of all shares of Convertible
Participating Preferred Stock into shares of Class A Common Stock), the Investor
Designees will comprise at least 22% of the members of each committee of the
- 11 -
Company's Board of Directors. The Company agreed to include in its Certificate
of Incorporation a provision, pursuant to Section 709 of the New York Business
Corporation Law ("BCL"), requiring unanimous approval of the Company's Board of
Directors (excluding directors who choose to abstain) for certain major
corporate actions including but not limited to certain substantial sales of
assets, business combinations and change in accountants. The requirement of
unanimous board approval (excluding directors who choose to abstain) terminates
when the Investors no longer own, in the aggregate, at least 15% of the
Company's Class A Common Stock (assuming conversion of all shares of Convertible
Participating Preferred Stock into shares of Class A Common Stock).
The Charter Amendments. To accomplish the intent of the Stock Purchase
Agreement, the Company amended its Restated Certificate of Incorporation 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) create a new series of Preferred Stock With $.025 Par
Value Per Share, Class A to be designated as Convertible Participating Preferred
Stock, $12.00 stated value per share, convertible at any time at the option of
the holder into Class A Common Stock of the Company; and (iv) require unanimous
approval of the Company's Board of Directors (excluding directors who choose to
abstain) to authorize the major corporate actions referred to above.
Reduction in Outstanding Debt and Leverage
From the time it had entered into the Alliance Agreement in December
1994 until the divestitures and the Equity Investment which occurred in the
fiscal year March 31, 1999, the Company had substantially increased its reliance
on debt as a component of its total capital structure (debt and equity). The use
of debt in capital structure is commonly referred to as "leverage". The increase
in debt was primarily necessitated by plant and equipment acquisitions, start-up
costs incurred, and increased need for working capital to handle the increased
vegetable production resulting from the Alliance Agreement. Operating losses in
its fruit business, oversupply and corresponding low prices for vegetables
during much of the period and the 1995 drought in New York State exacerbated the
difficulties. In the fiscal year ended March 31, 1998, the Company obtained from
its lenders waivers and revisions of various financial covenants in its loan
agreements. These waivers and revisions were necessary to avoid default under
its loan agreements.
As a result of the fiscal 1999 divestitures and Equity Investment, the
Company anticipates that its requirements for working capital financing will be
substantially reduced in the fiscal year ending March 31, 2000 as compared to
the prior fiscal year. Accordingly, the total financing commitment of the
Company's line-of-credit banks was reduced in steps from $130 million on
December 1, 1997 to $75 million on January 29, 1999, at which date the Company
elected to terminate its Amended and Restated Credit Agreement with those banks.
As of March 31, 1999, the Company has obtained from one of its former lending
banks a line-of-credit commitment of $20 million and $30 million of uncommitted
line-of-credit financing from two other banks which were also in the former
lending group. The new credit arrangements with the three banks do not require
the Company to pay commitment fees, whereas the Company paid fees for the unused
portion of the bank commitments under the Amended and Restated Credit Agreement
which it terminated in January 1999.
- 12 -
The Company believes that the bank credits described above will be
sufficient, with its other resources, for its anticipated working capital
requirements in fiscal 2000.
In the final quarter of fiscal 1999, the Company made the following
prepayments on long-term debt (plus yield-maintenance payments to the lenders in
accordance with the terms of the indebtedness):
(1) With respect to its outstanding 10.78% Series A Note due
February 23, 2005, and in addition to the scheduled payment of
a principal installment of $7,500,000 due February 23, 1999,
the Company prepaid two annual principal installments of
$8,400,000 each due February 23 in 2000 and 2001; and
(2) With respect to its outstanding 9.17% Senior Notes due 2004,
the Company prepaid $15,000,000, the entire outstanding
principal amount of these Notes.
The changes in the Company during fiscal 1999 have reduced the Company's
leverage. The following table illustrates this reduction:
March 31, 1999 March 31, 1998
-------------- --------------
Total Outstanding Debt $195,715 $301,703
Current Ratio (current assets:current liabilities) 3.98:1.0 1.79:1.00
Ratio of total assets to total liabilities 1.56:1.00 1.23:1.00
Long Term Debt as a % of equity 130% 256%
Total Liabilities as a % of equity 180% 433%
- 13 -
<PAGE>
The Offering
All of the shares of Class A Common Stock offered hereby are being sold
by Pillsbury. Pillsbury acquired the Class A Common Stock upon the conversion
of certain indebtedness owed by the Company to Pillsbury. See "Selling Security
Holder."
- 14 -
<PAGE>
RISK FACTORS
An investment in the Class A Common Stock of the Company involves
various risks. Prospective purchasers should carefully consider the following
information in conjunction with the other information appearing elsewhere in
this Prospectus before making a decision to invest in the Class A Common Stock.
Excess Capacity in the Vegetable Industry and its Negative Effect on Price
The Company's financial performance and growth are related to
conditions in the United States vegetable processing industry which is a mature
industry with a relatively modest compounded annual growth rate of 2% from 1994
to 1998. The Company's net sales are a function of product availability and
market pricing. In the vegetable processing industry, product availability and
market prices tend to have an inverse relationship: market prices tend to
decrease as more product is available and to increase if less product is
available. Product availability is a direct result of plantings, growing
conditions, crop yields and inventories, all of which vary from year to year. In
addition, market prices can be affected by the planting and inventory levels and
individual pricing decisions of the three or four largest processors in the
industry. Generally, market prices in the vegetable processing industry adjust
more quickly to variations in product availability than an individual processor
can adjust its cost structure; thus, in an oversupply situation, a processor's
margins likely will weaken. The Company typically has experienced lower margins
during times of industry oversupply.
The Company sometimes refers to its vegetable "pack" in this
Prospectus. "Pack" is a term for processing recently harvested vegetables into
canned or frozen form suitable for sale to customers. Processing includes such
activities as washing, sorting, grading, cooking, canning and freezing.
In the last three fiscal years, the vegetable processing industry has
been characterized by excess capacity, with resulting pressure on the Company's
prices and profit margins. In these years many of the Company's competitors have
closed processing plants in response to the downward pressure on prices. There
can be no assurance that the Company's margins will improve in response to
favorable market conditions or that the Company will be able to operate
profitably during depressed market conditions. See "-- Recent Losses."
- 15 -
Seasonality and Quarterly Fluctuations
The Company's operations are affected by the growing cycles of the
vegetables it processes. When the vegetables are ready to be picked, the Company
must harvest and process the vegetables or forego the opportunity to process
fresh picked vegetables for an entire year. Most of the Company's vegetables are
grown by farmers under contract to the Company. Consequently, the Company must
pay the contract grower for the vegetables even if the Company cannot or does
not harvest or process them. Most of the Company's production occurs during the
second quarter (July through September) of each fiscal year in which the growing
season ends for most of the vegetables processed by the Company in the northern
United States, and a majority of sales occur during the third and fourth quarter
of each fiscal year (due to seasonal consumption patterns for its products).
Accordingly, inventory levels are highest during the second and third quarters,
and accounts receivable levels are highest during the third and fourth quarters.
Net sales generated during the third and fourth quarters of each fiscal year
have a significant impact on the Company's results of operations. Because of
seasonal fluctuations, the results of any particular quarter will not
necessarily be indicative of results for the full year or for future years.
Because weather conditions during the course of each vegetable crop's
growing season will affect the volume and growing time of that crop, the Company
must set its planting schedules without knowing the effect of the weather on its
crops or on the entire industry's production. As most vegetables are produced in
more than one part of the U.S., the Company may somewhat reduce its risk that
its entire crop will be subject to disastrous weather. In 1995, the Company's
vegetable operations in New York experienced losses partially caused by a severe
local drought, which did not affect its production elsewhere. In some earlier
years, excessive rains and flooding in the upper Midwest reduced vegetable
production in that region, but the adverse effects were partially mitigated by
good growing conditions in New York.
Dependence on Alliance Agreement
Pursuant to the Alliance Agreement and related agreements, the Company
processes and sells to Pillsbury or Pillsbury's designee, on a "cost plus"
basis, cases of shelf-stable vegetables and processes or partially processes
certain frozen vegetables and asparagus for Pillsbury or its designee.
In a transaction concurrent with the Alliance Agreement, the Company
acquired from Pillsbury a substantial percentage of the tangible production
assets of Pillsbury's Green Giant brand of shelf-stable and frozen vegetable
products, including six plants located in the midwestern and northwestern United
States. Additional Green Giant production assets were acquired from Pillsbury
subsequent to February 1995. All Green Giant plants referred to in this
paragraph are collectively referred to as the "Alliance Plants." Five Green
Giant production plants were retained by Pillsbury of which four have been
closed. The total purchase price for the Alliance Plants was $93.7 million. The
Company initially paid Pillsbury $13.1 million in
- 16 -
cash and issued to Pillsbury an 8% Secured Nonrecourse Subordinated Promissory
Note due September 30, 2009 (the "Pillsbury Note") for the unpaid principal
amount of $80,583,000. The Pillsbury Note requires the Company to pay annual
installments of principal on each October 20 and a final major principal
payment on September 30, 2009. Interest on the Pillsbury Note is required
to be paid quarterly on each of the last days of March, June, September and
December. As a result of Pillsbury's conversion of two annual principal
installments totaling $6 million into Class A Common Stock, and the payment
of two subsequent annual principal installments on the Pillsbury Note, the
outstanding principal balance at March 31, 1999 was $68,083,000.
Inasmuch as Pillsbury sold to the Company or closed substantially all
of its Green Giant production facilities and hopes to benefit under the Alliance
Agreement by paying lower product costs than it might otherwise incur, the
Company, beginning in its fiscal year ended March 31, 1996, has been a major
supplier of Pillsbury's Green Giant vegetable products. Green Giant products
packed by the Company in the Company's fiscal years ended March 31, 1997 and
March 31, 1998 constituted approximately 54% and 40%, respectively, of the
Company's sales for such period. The Company expects that, in the foreseeable
future while the Alliance Agreement remains in effect, Pillsbury's Green Giant
vegetables will be the largest single product line of the Company.
The Alliance Agreement has an initial term ending December 31, 2014,
and will be extended automatically for additional five year terms unless
terminated in accordance with the provisions of the Alliance Agreement. Upon
virtually all of the causes of termination enumerated in the Alliance Agreement,
Pillsbury will acquire legal title to the Alliance Plants and certain of the
other assets which the Company acquired from Pillsbury, and various financial
adjustments between the parties will occur. If Pillsbury terminates the Alliance
Agreement without cause, it must pay the Company a termination payment of $20
million. Pillsbury holds mortgage and security interests in the property
transferred to the Company and any replacement property to enforce its rights
under the Alliance Agreement and the Pillsbury Note. Pillsbury will look to that
property, and not to the other property of the Company, to satisfy its claims
under the Pillsbury Note (except for damages in particular circumstances, such
as the Company's fraud or intentional misconduct, its failure to turn over
insurance or condemnation proceeds of the secured property or to turn over the
property as required by the Pillsbury Note or comply with the termination
provisions of the Alliance Agreement or under certain provisions of the
Bankruptcy Code). The Pillsbury Note has extensive provisions defining the
remedies against the Company and the relative rights of Pillsbury and the
Company's long-term insurance lenders and its bank lenders in certain
circumstances, such as default by the Company.
The Company's sales and financial performance under the Alliance
Agreement and its sales of Green Giant products depend to a significant extent
on the Company's success in producing quality Green Giant vegetables at
competitive costs and Pillsbury's success in marketing the products produced by
the Company. The ability of Pillsbury to successfully market these products will
depend upon Pillsbury's sales efforts, as well as the factors described above
under "--Excess Capacity in the Vegetable Industry and its Negative Effect on
- 17 -
Price." The Company cannot give assurance as to the volume of Pillsbury's sales
and cannot control many of the key factors affecting that volume. The Alliance
Agreement contains extensive covenants by the Company with respect to quality
and delivery of products, maintenance of the Alliance Plants and other standards
of Company performance. If the Company were to fail in its performance of these
covenants, Pillsbury would be entitled to terminate the Alliance Agreement.
Termination of the Alliance Agreement will, in most cases, entitle the
Company's principal lenders, including its long term lenders to declare a
default under the Company's loan agreements with them. The principal lenders
have a security interest in certain payments to be received by the Company from
Pillsbury on termination of the Alliance Agreement from Pillsbury or other
buyers of Green Giant inventory. Unless the Company were to enter into a new
substantial supply relationship with Pillsbury or another major vegetable
marketer and acquire substantial production capacity to replace the Alliance
Plants, any such termination would substantially reduce the Company's sales. If
termination were to occur while substantial indebtedness of the Company to its
lenders were outstanding, as was true at December 26, 1998, a restructuring of
the debt payment terms would likely be necessary to avoid a payment default in
addition to the default by reason of the termination of the Alliance Agreement.
Recent Losses
The Company sustained losses in its 1996 and 1998 fiscal years and in its
operations for first three quarters of fiscal 1999. The divestitures of its
fruit business and the equity financing in the 1999 fiscal year were
accomplished partly in response to these losses, and the Company expects the
gains from the divestitures to exceed its losses from fiscal year 1999
operations. (See Prospectus Summary - The Company - Divestitures of Fruit
Business; Equity Investment). These loss years and periods are discussed below.
All results for fiscal year 1999 are unaudited.
<PAGE>
Fiscal Year 1996. The Company reported an after-tax loss of $10.147
million (loss of $1.81 per share) in this year. The major causes of the losses
were:
(1) Reduced production in the 1995 pack season, particularly in the
Company's Eastern Division vegetable plants. The Company experienced
start-up problems during and after installation of new equipment and
relocation and modification of existing Pillsbury equipment which was
removed from closed Pillsbury plants and installed in the Company's
plants. The Company made aggregate capital expenditures of approximately
$68 million involving 37 separate projects to prepare for a larger
volume pursuant to the Alliance
-18-
Agreement. The magnitude of that capital program, which had to be
completed in approximately six months' time to be ready for the 1995
pack season, exceeded any prior capital program by the Company within
a comparable period of time. During the 1996 pack season (in fiscal
year 1997), the Eastern Division plants, which had generated the
greatest problems in 1995, generally performed in accordance with
the Company's expectations.
(2) During the summer of 1995, operations in the Eastern Division
(New York plants) were adversely affected by the worst drought in New
York in 20 years. This also reduced Eastern Division vegetable
production, but its effect was not as severe as the start-up problems
described above.
The combination of these two factors resulted in a non-recurring charge of
approximately $15.1 million, before income tax benefit, for the 1996 fiscal
year.
The 1996 fiscal year was the first year of operation under the Alliance
Agreement. The Company did not receive orders from Pillsbury at the
originally-anticipated levels because of the existence of substantial Green
Giant vegetable inventories carried over from the prior year (pre-Alliance
Agreement). Consequently, the Company substantially increased its finished
inventory levels and had to defer the conversion of inventory to sales. This
adversely affected the Company's cash flow and income and necessitated a
modification of certain financial covenants in the Company's loan agreements
with its revolving credit bank lenders and its long-term lenders, as the Company
could not have complied with the unmodified covenants.
Fiscal Year 1998. For this fiscal year, the Company reported a net loss
of $5.144 million (loss of $0.87 per share) on sales of $703.2 million as
compared to fiscal year 1997 in which the Company reported earnings of $7.5
million (earnings of $1.27 per share) on sales of $730.2 million.
The major causes for the losses were:
(1) Lower selling prices on vegetables due to an ongoing industry oversupply
due in part to an above-normal volume of vegetables harvested and
processed for the second consecutive year. See "--Excess Capacity in the
Vegetable Industry and its Negative Effect on Price."
(2) Declines in apple product prices which were greater than the decline
in apple product costs.
- 19 -
(3) Increased pressure on pricing for frozen apple concentrate as a result
of the decline in consumption of frozen concentrates.
The continued oversupply conditions in the vegetable industry and the
pressure on both vegetable and fruit product prices required a more costly
selling program than in the preceding year, further eroding margins.
Fiscal Year 1999. In the nine months ended December 26, 1998, the Company
experienced a net loss of $1.94 million on net sales of $490,882 (the "1999
Loss"). Of the 1999 Loss, which is unaudited, $1.24 million was from continuing
operations (i.e., vegetable processing) and $.703 million from discontinued
operations (i.e., the fruit products business). The per share loss for this
period was $.32 as compared to a loss of $.14 per share for the comparable
period in the 1998 fiscal year.
Some Characteristics of the Competition
All of the Company's products compete with those of other national, major
and smaller regional food processing companies under highly competitive
conditions. The Company's major competitors in the vegetable business are Del
Monte Corporation and Chiquita Brands International, both of which have
substantially greater sales and assets than the Company. The Company also sells
vegetable products which compete with Pillsbury products manufactured by the
Company under the Alliance Agreement.
The vegetable business in the last three years has undergone
consolidation as a result of adverse market conditions, and many smaller
vegetable processors have been acquired by the Company and its major
competitors. Future acquisitions may increase the market strength of the
Company's larger competitors providing them with even greater resources for
obtaining desirable shelf space and promotional programs with major retail food
stores. However, the major segment of the Company's business is producing
vegetables for sale by others -- such as Green Giant vegetables for Pillsbury
and vegetables carrying the brand names of the Company's grocery chain
customers. In that segment of the business, the marketing programs are
determined by the Company's customers. In recent years, many major retail food
stores have been increasing their promotions and offerings of their own brand
name vegetables, to the detriment of vegetable brands owned by the producers,
including the Company's own brands.
Priority of Convertible Participating Preferred Stock over Common Stock in the
Event of Liquidation
As a result of the Equity Investment and prior to the deduction of any
expenses, $49,998,408 of aggregate stated value of Convertible Participating
Preferred Stock has been added to the Company's total equity. In the event of a
liquidation or dissolution of the Company, the entire stated value of the
Convertible Participating Preferred Stock will have priority of payment over all
shares of Class A Common Stock (and Class B Common Stock). Each holder of
Convertible Participating Preferred Stock may, at the holder's option, convert
Convertible Participating Preferred Stock into Class A Common Stock on a share-
for- share basis at any time. The Company cannot predict whether, or to what
extent, holders of Convertible Participating Preferred Stock will convert to
Class A Common Stock.
- 20 -
The Shares of Class A Common Stock Have Low Voting Power
Each share of Class A Common Stock has one-twentieth (1/20) of one vote
on all matters requiring a shareholder vote, while each share of Class B Common
Stock, as well as each share of the Company's outstanding preferred stock has
one vote (other than the Convertible Participating Preferred Stock which have no
votes and the Six Percent (6%) Cumulative Voting Preferred Stock which are only
entitled to vote with respect to the election of directors). In the election of
directors and other matters which are not subject to a class vote, holders of
Class A Common Stock have substantially less voting power than holders of Class
B Common Stock proportionate to the relative market value of those two classes
of stock. See "Description of Capital Stock--Description of Class A Common Stock
and Class B Common Stock--Voting."
Concentration of Voting Power and Other Indicia of Influence on the Company
As of the date of this Prospectus, the Wolcott and Kayser Families
collectively exercise approximately 42% of the total voting power of the Company
(in an election of directors). The capital structure and the concentrated
ownership of the Wolcott and Kayser Families in the Class B Common Stock and the
Company's Preferred Stock are likely to limit substantially the possibility of
and chances of success for a hostile tender offer, which is usually at a premium
over the then-current market price of a target company's stock or other takeover
proposal or proxy contest which could remove directors if the Wolcott and Kayser
Families are opposed to such offer or proposal.
As a result of the Equity Investment (and assuming conversion of the
Convertible Participating Preferred Stock), the Investors and certain of the
Company's existing shareholders that are related to the Investors through family
relationships and common ownership in certain business entities collectively
exercise approximately 13% of the total voting power of the Company (in an
election of directors). The terms of the Equity Investment provide other
opportunities for the Investors to exercise influence over the Company. Pursuant
to one such provision, the size of the Company's Board of Directors was
increased from seven to nine members and the Investor Designees were elected to
fill the newly created positions. Another provision assures that the Investor
Designees will comprise at least 22% of the membership of each committee of the
Company's Board of Directors. The Investor Designees may be removed by the
Investors and the resulting vacancy shall be filled with persons designated by
the Investors. The Investors' right to have their designees nominated to the
Company's Board of Directors and serve on committees of the Board of Directors
continues until such time as the Investors, in the aggregate, own less than 10%
of the outstanding Class A Common Stock (assuming conversion of all shares of
Convertible Participating Preferred Stock into Class A Common Stock).
Furthermore, the Charter was amended to require that certain major
corporate actions including, but not limited to, certain sales of assets,
mergers and change in accountants will require unanimous approval of the
Company's Board of Directors (excluding directors who choose to abstain).
Therefore, any one director of the Company, including either of the Investor
Designees, will have the ability to prevent any of these major decisions from
being approved.
<PAGE>
- 21 -
Certain Anti-Takeover Provisions
Certain provisions of the Alliance Agreement and the Company's credit
agreements, the Company's Charter, and the Company's Bylaws, as amended (the
"Bylaws"), could have the effect of preventing or delaying a person from
acquiring or seeking to acquire a substantial equity interest in, or control of,
the Company. The Bylaws and Charter provide, among other things, for staggered
board of directors' terms. See "Description of Capital Stock-Restrictions on
Acquisition of the Company-Certain Charter and Bylaw Provisions." The Alliance
Agreement states that it may be terminated by Pillsbury if any person acquires
30% or more of the combined voting power of the Company's then outstanding
voting securities, or the shareholders of the Company approve certain specified
business transactions. The Company's long-term credit agreement provides that
the lenders may require the Company to prepay certain of its indebtedness if (i)
any person or group (other than the Wolcott or Kayser Families) acquires shares
of the Company representing 50% or more of the total number of votes which the
Company's shareholders shall be entitled to cast or (ii) the Wolcott and Kayser
Families shall cease to own, directly or indirectly, at least 25% of the
Company. The Company's short-term credit facility with a bank provide that an
event of default occurs if the Company allows (i) any person or group, other
than the Wolcott or Kayser Families, to acquire capital stock possessing either
30% or more of the total number of votes which the Company's shareholders shall
be entitled to cast or the right to elect 30% or more of the Company's Board of
Directors or (ii) during any period of 12 consecutive months, the individuals
who at the beginning of such 12 month period were directors of the Company cease
for any reason to constitute a majority of the Board of Directors of the
Company. The same default provision is contained in the Company's reimbursement
agreement with an institutional lender which has supported the Company's four
major industrial revenue bonds with a letter of credit.
No Dividends
The Company historically has not declared or paid any cash dividends on its
shares of Common Stock and does not anticipate paying such dividends in the
foreseeable future. Furthermore, the Company's multi-year credit facilities
require that, without lender permission, the Company pay dividends on Common
Stock only from consolidated net earnings available for distribution. At March
31, 1998, the Company did not have any consolidated net earnings available for
the payment of dividends. Future credit agreements may also restrict the payment
of dividends on Common Stock without lender permission.
- 22 -
Uncertainties Caused by Year 2000
The Company has initiated a Year 2000 Compliance Project (the
"Project") to ensure that business processes, equipment and systems will operate
up to, over and following the change of the century. Software failures due to
processing errors potentially arising from calculations using the Year 2000 are
a known risk. The total cost of the Project, above and beyond normal software
upgrades, is not expected to exceed $750,000. The Project includes the following
phases: assessment of the problem, correction/replacement of systems, testing,
vendor assessment and development of a contingency plan. The identification of
all equipment with date sensitive operating controls (including embedded
systems) has been completed. An inventory of our system assets has also been
completed. We expect to replace or modify all critical systems necessary to
become compliant by June 30, 1999, with testing complete by September 30, 1999.
The Company has begun evaluating the potential impact of Year 2000 problems in
the event that external vendors are not adequately prepared. If necessary, the
Company will secure an alternate supply for the required products and/or
services. The Company has not yet developed a contingency plan but anticipates
completion of this plan by July 31, 1999.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Prospectus contains or will contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements include information
relating to the effect of the divestiture of the juice business and the Equity
Investment, the effect of amendments to and dependence on the Alliance
Agreement, reduction in outstanding debt and leverage, excess capacity in the
vegetable industry and its negative effect on price, recent losses, seasonality
and quarterly fluctuations, competition, future capital expenditures, business
development activities, financing sources and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future, and accordingly, such results may
differ from those expressed in any forward-looking statements contained in
this Prospectus. These risks and uncertainties include, but are not limited
to, uncertainties affecting the food processing industry, risks relating to
the dependence on certain contractual arrangements (including the Alliance
Agreement) and risks relating to seasonal fluctuations.
- 23 -
THE COMPANY
General
The Company conducts its business almost entirely in canned and frozen
vegetable processing which currently accounts for approximately 96% of the
Company's sales. Canned vegetables represent approximately 88% and frozen
vegetable products approximately 12% of the Company's canned and frozen
vegetable processing volume. Fruit products represent 3% of Company sales.
Approximately 10% of the Company's food products are packed under its
own brands including Seneca(R), Libby's(R) (under license), Aunt Nellie's Farm
Kitchen(R) and Blue Boy(R). Approximately 29% of the processed foods are packed
under private labels and approximately 12% are sold to institutional food
distributors. The remaining approximately 49%, are sold under the Alliance
Agreement with Pillsbury. See "Risk Factors--Dependence on Alliance Agreement."
The Company's sole non-food division, Seneca Flight Operations,
provides air charter service primarily to industries located in upstate New York
and contributes approximately 1% to the Company's sales.
The Company was incorporated in 1949 under the laws of the State of New
York. The Company purchased six Green Giant vegetable plants from Pillsbury
effective February 1, 1995, resulting in vegetable products then becoming 78% of
the Company's overall business. Consequently, the Company changed its fiscal
year-end from July 31 to March 31 to avoid overlapping pack seasons between
fiscal years.
Therefore, fiscal year 1995 was an eight-month transition period.
The Company's principal executive office is located at 1162
Pittsford-Victor Road, Pittsford, New York. Its telephone number is (716)
385-9500 and it maintains a web site (http://www.senecafoods.com).
USE OF PROCEEDS
The Company will not receive any proceeds from the Offering.
- 24 -
<TABLE>
SELLING SECURITY HOLDER
<CAPTION>
Number of Shares
Number of Shares Number of Shares of Class A Common
of Class A Common of Class A Stock Owned Assuming
Name of Selling Stock Owned as of Common Stock to Sale of Shares
Security Holder May 28, 1999 be Registered Registered Hereunder
- --------------- -------------------- ------------------- --------------------
<S> <C> <C> <C>
The Pillsbury Company 346,570 346,570 0
</TABLE>
As of April 30, 1999, the Class A Common Stock offered hereby constituted
approximately 9.6% of the outstanding Class A Common Stock of the Company.
Pillsbury's Acquisition of the Offered Shares
The Class A Common Stock offered hereby is owned by Pillsbury and was
issued to Pillsbury by the Company on March 20, 1996, pursuant to Pillsbury's
exercise of an option granted to it on September 28, 1995, to convert $6.0
million principal amount of indebtedness owed by the Company on the Pillsbury
Note into Class A Common Stock. The option was exercised on December 21, 1995,
at an exercise price of $17.3125 per share. The indebtedness so converted
constituted the first two installments of principal, each installment in the sum
of $3.0 million. The two principal installments converted to Class A Common
Stock were originally due on October 20, 1995 and 1996, respectively.
PLAN OF DISTRIBUTION
The Class A Common Stock offered hereby is offered for the Selling
Security Holder or for the account of pledgees, donees, transferees or other
successors in interest of the Selling Security Holder. Such sales may be made on
the NASDAQ National Market at prices and terms then prevailing or at prices
related to the then-current market price, or in negotiated transactions. Such
transactions may include, but are not limited to, one or more of the following:
(i) a block trade in which the broker or dealer so engaged will attempt to sell
the Class A Common Stock offered hereby as an agent, but may position and resell
a portion of the block as principal to facilitate the transaction; (ii)
purchases by a broker or dealer for its account pursuant to this Prospectus; or
(iii) ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Selling Security Holder may arrange for other brokers or dealers to participate.
In the event of a transaction hereunder in which a broker or dealer acts as a
principal (other than to facilitate an installment sale transaction, or to a
market maker acting as such in routine transactions in the over-the-counter
market), this Prospectus will be supplemented to provide material facts with
respect to such transaction.
In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, the securities may not
be sold in certain states unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and complied with.
Brokers or dealers involved in sales hereunder will receive commissions
or discounts from the Selling Security Holder in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales, and any profits or
commissions earned by them in such transactions may be deemed to be underwriting
discounts or commissions under the Securities Act. The Selling Security Holder
has been advised that it is subject to the applicable provisions of the Exchange
Act, including without limitation, Rules 10b-5, 10b-6 and 10b-7 thereunder.
- 25 -
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 20,000,000 shares of Class A Common
Stock; 10,000,000 shares of Class B Common Stock; 200,000 shares of Six Percent
(6%) Voting Cumulative Preferred Stock, $0.25 par value per share ("6% Preferred
Stock"); 30,000 shares of Preferred Stock Without Par Value; 1,000,000 shares of
Ten Percent (10%) Cumulative Convertible Voting Preferred Stock - Series A
Preferred Stock, $0.25 stated value per share ("10% Series A Preferred Stock");
400,000 shares of Ten Percent (10%) Cumulative Convertible Voting Preferred
Stock - Series B Preferred Stock, $0.25 stated value per share ("10% Series B
Preferred Stock") (the 6% Preferred Stock, Preferred Stock Without Par Value,
10% Series A Preferred Stock and 10% Series B Preferred Stock are collectively
referred to as "Preferred Stock") and 4,166,667 shares of Convertible
Participating Preferred Stock. As of April 30, 1999, the Company had issued and
outstanding: 3,593,937 shares of Class A Common Stock; 2,791,017 shares of Class
B Common Stock; 200,000 shares of 6% Preferred Stock; 407,240 shares of 10%
Series A Preferred Stock; 400,000 shares of 10% Series B Preferred Stock; and
3,772,651 shares of Convertible Participating Preferred Stock.
Description of Class A Common Stock and Class B Common Stock
Voting. Under the Company's Charter, the holders of Class A Common
Stock and Class B Common Stock have the right to vote for the election of all
directors and on all other matters submitted to the shareholders of the Company.
Subject to the Class A Special Rights discussed in detail below, each share of
Class B Common Stock is entitled to one full vote on all matters on which
shareholders currently are entitled to vote, including the election of
directors. Each holder of Class A Common Stock is entitled to one-twentieth
(1/20) of one vote per share on all matters on which shareholders are entitled
to vote, including the election of directors. Cumulative voting is not
authorized for the holders of Common Stock. See "Risk Factors--The Shares of
Class A Common Stock Have Low Voting Power."
The holders of Class A Common Stock are entitled to vote as a separate
class on any proposal to amend the Charter to increase the authorized number of
shares of Class B Common Stock, unless the increased authorization does not
exceed the number of shares of Class B Common Stock which must be issued in a
proposed stock dividend with respect to Class B Common Stock and an equivalent
stock dividend of Class A Common Stock will be effected concurrently with
respect to Class A Common Stock.
In addition, Section 804 of the BCL confers upon the holders of Class A
Common Stock the right to vote as a class on any amendment to the Company's
Charter which would (i) exclude or limit the shareholders' right to vote on any
matter, except as such rights may be limited by voting rights given to new
shares then being authorized; (ii) change Class A Common Stock by (a) reducing
the par value, (b) changing the shares into a different number of the same class
or into a different or same number of shares of a different class, or (c)
fixing, changing or abolishing the designation of Class A Common Stock or any
series thereof or any of the relative rights, preferences, and limitations of
the shares; or (iii) subordinate their rights by authorizing shares having
preferences which would be in any respect superior to their rights. Other
provisions of the BCL would entitle holders of Class A Common Stock to vote as a
separate class for approval of any plan of merger, consolidation or exchange
which would effect any change in Class A Common Stock described in the preceding
sentence.
On proposals on which holders of Class A Common Stock are entitled to
vote as a separate class, the proposal must be approved by a majority of the
votes of all outstanding shares of Class A Common Stock. Consequently, holders
of Class A Common Stock, by withholding such approval, can defeat a proposal
notwithstanding that holders of a majority of Class B Common Stock vote in favor
of the proposal.
Dividends and Other Distributions. Each share of Class A Common Stock
and Class B Common Stock is equal in respect to dividends and other
distributions in cash, stock or property except that (i) if declared, a dividend
or distribution in shares of the Company on Class A Common Stock will be paid
only in Class A Common Stock, and (ii) if declared, a dividend or distribution
in shares of the Company on Class B Common Stock will be paid only in Class B
Common Stock. The number of shares so paid as a dividend or distribution on each
share of Class A Common Stock and Class B Common Stock shall be equal, although
the class of the shares so paid shall differ depending upon whether the
recipient of the dividend is a holder of Class A Common Stock or Class B Common
Stock.
- 26 -
Mergers and Consolidations. In the event of a merger, consolidation, or
combination of the Company with another entity (whether or not the Company is
the surviving entity) or in the event of dissolution of the Company, the holders
of Class A Common Stock will be entitled to receive the same per share
consideration as the per share consideration, if any, received by holders of
Class B Common Stock in that transaction. However, any shares of common stock
that holders of Class A Common Stock become entitled to receive in the
transaction may have terms substantially similar to the Class A Common Stock
themselves. Thus, the surviving entity in any such transaction could have a
dual-class capital structure like that of the Company and could, upon
consummation of the merger or consolidation, give full voting shares to the
holders of Class B Common Stock and one-twentieth (1/20) voting shares to the
holders of Class A Common Stock.
Class A Special Rights. The Company's Charter contains a two-pronged
"Class A Special Rights" provision which ensures that holders of Class A Common
Stock will not be unfairly treated in the event that a person attempts to gain
control of the Company.
First, the Class A Special Rights seek to prevent a person who has
crossed a certain ownership threshold from gaining control of the Company by
acquiring Class B Common Stock without buying Class A Common Stock. If any
person acquires more than 15% of the outstanding Class B Common Stock after
August 5, 1995 (the "Threshold Date"), and does not acquire after the Threshold
Date a percentage of the Class A Common Stock outstanding at least equal to the
percentage of Class B Common Stock that the person acquired in excess of the 15%
threshold, such person will not be allowed to vote shares of Class B Common
Stock acquired in excess of the 15% threshold. For example, if a person acquires
20% of the outstanding Class B Common Stock after the Threshold Date but
acquires no Class A Common Stock, that person would be unable to vote the 5% of
the Class B Common Stock acquired in excess of the 15% threshold. With respect
to persons who owned Common Stock of the Company on or prior to the Threshold
Date, only shares of Class B Common Stock acquired after the Threshold Date will
be counted in determining whether that shareholder has exceeded the 15%
threshold for acquisitions of Class B Common Stock and only acquisitions of
Class A Common Stock after the Threshold Date will be counted in determining
whether that shareholder's Class A Common Stock acquisitions have been at least
equal to the acquisition of Class B Common Stock in excess of the 15% threshold.
The inability of the person to vote the excess Class B Common Stock will
continue until such time as a sufficient number of shares of Class A Common
Stock have been acquired by the person to satisfy the requirements of the Class
A Special Rights.
The second prong of the Class A Special Rights is an "Equitable Price"
requirement. It is intended to prevent a person seeking to acquire control of
the Company from paying a discounted price for the Class A Common Stock required
to be purchased by the acquiring person under the first prong of the Class A
Special Rights. These provisions provide that an Equitable Price has been paid
for shares of Class A Common Stock only when they have been acquired at a price
at least equal to the greater of (i) the highest per share price paid by the
acquiring person, in cash or in non-cash consideration, for any Class B Common
Stock acquired within the 60 day periods preceding and following the acquisition
of the Class A Common Stock or (ii) the highest closing market sale price of
Class B Common Stock during the 30 day periods preceding and following the
acquisition of the Class A Common Stock. The value of any non-cash consideration
will be determined by the Board of Directors of the Company acting in good
faith. The highest closing market sale price of a share of Class B Common Stock
will be the highest closing sale price reported by NASDAQ National Market or on
any such other securities exchange then constituting the principal trading
market for either class of the Common Stock. In the event that no quotations are
available, the highest closing market sale price will be the fair market value
during the 30 day periods preceding and following the acquisition of a share of
Class B Common Stock as determined by the Board of Directors of the Company
acting in good faith. The Equitable Price Provision is intended to require a
person seeking to acquire control of the Company to buy the Class B Common Stock
and the Class A Common Stock at virtually the same time and the same price, as
might occur in a tender offer, to ensure that the acquiring person would be able
to vote the Class B Common Stock acquired in excess of the 15% threshold.
- 27 -
Under the Class A Special Rights, an acquisition of Class B Common
Stock is deemed to include any shares that an acquiring Person acquires directly
or indirectly, in one transaction or a series of transactions, or with respect
to which that person acts or agrees to act in concert with any other person (an
"Acquisition"). As used in the preceding sentence, "Person" includes one or more
persons and entities who act or agree to act in concert with respect to the
Acquisition or disposition of Class B Common Stock or with respect to proposing
or effecting a plan or proposal to (a) a merger, reorganization or liquidation
of the Company or a sale of a material amount of its assets, (b) a change in the
Company's Board of Directors or management, including any plan or proposal to
fill vacancies on the Board of Directors or change the number or term of
Directors, (c) a material change in the business or corporate structure of the
Company, or (d) any material change in the capitalization or dividend policy of
the Company. Unless there are affirmative attributes of concerted action,
however, "acting or agreeing to act in concert with any other Person" does not
include acts or agreements to act by Persons pursuant to their official
capacities as directors or officers of the Company or because they are related
by blood or marriage.
For purposes of calculating the 15% threshold, the following
Acquisitions and increases are excluded: (i) shares of Class B Common Stock held
by any Person on the Threshold Date, (ii) an increase in a holder's percentage
ownership of Class B Common Stock resulting solely from a change in the total
number of shares of Class B Common Stock outstanding as a result of a repurchase
of Class B Common Stock by the Company since the last date on which that holder
acquired Class B Common Stock, (iii) Acquisitions of Class B Common Stock (a)
made pursuant to contracts existing prior to the Threshold Date, including the
Acquisition of Class B Common Stock pursuant to the conversion provisions of
Class A Preferred Stock outstanding prior to the Threshold Date, (b) by bequest
or inheritance or by operation of law upon the death or incompetency of any
individual, and (c) by any other transfer made without valuable consideration,
in good faith and not for the purpose of circumventing the Class A Special
Rights. A gift made to any Person who is related to the donor by blood or
marriage, a gift made to a charitable organization qualified under Section
501(c)(3) of the Internal Revenue Code of 1986 or a successor provision and a
gift to a Person who is a fiduciary solely for the benefit of, or which is owned
entirely by, one or more persons or entities (a) who are related to the donor by
blood or marriage or (b) which is a tax-qualified charitable organization or (c)
both will be presumed to be made in good faith and not for purposes of
circumventing the restrictions imposed by the Class A Special Rights.
The Class A Special Rights also provide that, to the extent that the
voting power of any share of Class B Common Stock cannot be exercised pursuant
to the provision, that share will be excluded from the determination of the
total shares eligible to vote for any purpose for which a vote of shareholders
is taken.
Convertibility. The Class B Common Stock is convertible into Class A
Common Stock at any time on a share-for-share basis. The Class A Common Stock is
not convertible into shares of Class B Common Stock unless the number of
outstanding shares of Class B Common Stock falls below 5% of the aggregate
number of outstanding shares of Class B Common Stock and Class A Common Stock.
In that event, immediately upon the occurrence thereof, all of the outstanding
Class A Common Stock is converted automatically into Class B Common Stock on a
share-for-share basis and Class B Common Stock will no longer be convertible
into Class A Common Stock. For purposes of this provision, Class B Common Stock
or Class A Common Stock repurchased by the Company and not reissued is not
considered to be "outstanding" from and after the date of repurchase.
In the event of any such conversion of the Class A Common Stock,
certificates which formerly represented outstanding shares of Class A Common
Stock thereafter will be deemed to represent a like number of shares of Class B
Common Stock, and all common stock then authorized will be deemed to be Class B
Common Stock.
Preemptive Rights. Neither the Class A Common Stock nor the Class B
Common Stock carry any preemptive rights enabling a holder to subscribe for or
receive shares of the Company of any class or any other securities convertible
into any class of the Company's shares.
Transferability; Trading Market. The Class A Common Stock and the Class
B Common Stock are freely transferable and are listed for trading on the NASDAQ
National Market.
- 27 -
Description of Preferred Stock and Convertible Participating Preferred Stock
None of the Company's Preferred Stock or Convertible Participating
Preferred Stock will be issued in the Offering. No dividends or other
distributions are payable on the Company's Common Stock unless such dividends or
distributions are first paid on the Preferred Stock. In the event of a
liquidation or dissolution of the Company, the outstanding shares of Preferred
Stock and Convertible Participating Preferred Stock (see "Risk Factors--Priority
of Convertible Participating Preferred Stock over Common Stock in the Event of
Liquidation") would have priority over the Common Stock in the distribution of
the remaining assets of the Company. The 10% 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 10%
Series A Preferred Stock. The 10% 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 10% Series B Preferred Stock. The
Convertible Participating Preferred Stock is convertible on a share-for-share
basis into shares of Class A Common Stock.
Restrictions on Acquisition of the Company--Certain Charter and Bylaw Provisions
In addition to the restrictions imposed by the "Class A Special Rights"
provisions, the Charter contains two super-majority voting provisions. Paragraph
5 of the Charter provides that the affirmative vote of two-thirds of the shares
present and entitled to vote at the meeting is necessary to amend the Bylaws of
the Company. Paragraph 6 provides that a director may be removed regardless of
cause only upon the affirmative vote of two-thirds of the shares entitled to
vote for the election of that director. Both of these provisions reduce the
possibility of the shareholders receiving and accepting hostile takeover bids,
mergers, proxy contests, removal of current management, removal of directors or
other changes in control.
The Bylaws of the Company require the affirmative vote of two-thirds of
the shares present and entitled to vote to (i) effectuate an amendment to the
Bylaws of the Company and (ii) remove a director of the Company.
The Bylaws provide for the staggered voting of directors for three-year
terms so that shareholders desiring to replace the incumbent directors and gain
control of the Board would be required to win at least two successive annual
contests before their nominees constituted a majority of directors. See "Risk
Factors--Certain Anti-Takeover Provisions."
Shareholders Agreement
In connection with the Investors' purchase from the Company in 1998 of
3,019,895 shares of the Company's Convertible Participating Preferred Stock for
$36,238,740, the Company and certain of its substantial shareholders agreed that
they would facilitate the election of two nominees of the Investors to the
Company's nine-person Board of Directors, that the Investors would have at least
22% representation on committees of the Board and that certain major corporate
actions would require unanimous approval of the Board of Directors. See
"Prospectus Summary - Recent Developments - Equity Investment".
Agreements Restricting Change in Control of the Company
The Alliance Agreement and certain significant agreements between the
Company and its lenders provide for penalties in the event of a change of
control of the Company as defined in the respective agreements.
- 28 -
LEGAL MATTERS
Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York will pass upon
certain legal matters for the Company with respect to the shares of Class A
Common Stock offered hereby.
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedule incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K/A for the year ended March 31, 1999 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
- 29 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the expenses the Registrant expects to pay
in connection with the issuance and distribution of the shares registered
hereby. The Company will be responsible for the payment of these expenses;
provided, however, that Pillsbury will be responsible for costs of printing to
the extent such costs exceed $2,500.
Filing and Registration Fees $ 1,227.00
Legal Fees and Expenses* 25,000.00
Cost of Printing* 2,500.00
Accounting Fees and Expenses* 0.00
Miscellaneous Expenses* 7,273.00
Total $36,000.00
- ----------------
* Estimated
Item 15. Indemnification of Directors and Officers.
The Company's Charter provides that the Company is required to
indemnify each and every officer or director of the Company, even those whose
term has expired, for any and all expenses actually and necessarily incurred by
such director or officer in connection with the defense of any action, suit or
proceeding in which he is made a party by reason of being or having been a
director or officer of the Company. The Company is not required to indemnify a
director or officer for matters as to which such officer or director is adjudged
to be liable for neglect or misconduct in the performance of his duties as
director or officer. Further, the rights of the officers or directors to
indemnification are not exclusive of any other rights to which an officer or
director of the Company is entitled.
Under the Company's Bylaws, as amended (the "Bylaws"), the Company has
the authority to indemnify its directors and officers to the fullest extent
permitted by the New York Business Corporation Law (Sections 721-726) (the
"BCL"). The Bylaws, reflecting New York law, extend such protection to any
person made or threatened to be made a party to any action or proceeding,
including an action by or in the right of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director, officer or employee of the Company
II-1
served in any capacity at the request of the Company, by reason of the fact that
such director or officer, his testator or intestate, is or was a director or
officer of the Company or is or was serving such enterprise at the request
of the Company. The Bylaws provide that such indemnification may be authorized
pursuant to the terms and conditions of (i) a resolution of shareholders;
(ii) a resolution of the Board of Directors; (iii) an agreement providing
for such indemnification or (iv) any judicial or other legal authority which
entitles the director, officer or employee to such indemnification.
The BCL provides that, if successful on the merits or otherwise, an
officer or director is entitled to indemnification by the Company against
amounts paid in settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of such action
or proceeding, or any appeal therein, if such director or officer acted in good
faith, for a purpose which he reasonably believed to be in, or at least not
opposed to, the best interests of the Company. The termination of any action or
proceeding by judgment, settlement, conviction or plea of nolo contendere, or
its equivalent, does not itself create the presumption that such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or not opposed to, the best interests of the Company or that he had
reasonable cause to believe that his conduct was unlawful.
If a corporation fails to provide indemnification to its directors or
officers, the BCL provides that despite any contrary resolution of the board of
directors or shareholders, indemnification may be awarded by application to the
appropriate judicial authority. Application for such court-ordered
indemnification may be made either in the civil action or proceeding in which
the expenses were incurred or other amounts were paid or to the supreme court in
a separate proceeding.
II-2
Item 16. Exhibits.
Exhibit
Number Description
3(a)(1) The Company's Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
10-Q/A filed August 1995 for the quarter ended July 1, 1995)
3(a)(2) An amendment to the Company's Restated Certificate of
Incorporation, as amended (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996)
3(a)(3) Certificate of Amendment to the Company's Restated Certificate
of Amendment, as amended (incorporated by reference to Exhibit
3(i) to the Company's Current Report on Form 8-K dated
September 17, 1998)
(b) The Company's Bylaws as amended (incorporated by reference to Exhibit
3.3 to the Company's Quarterly Report on Form 10-Q/A
filed August 1995)
4(a) Note Agreement related to the $75,000,000 note with The
Prudential Insurance Company of America (Incorporated by
reference to Exhibit 99 to the Company's 10-Q for the quarter
ended January 28, 1995)
(b) Note Agreement related to the $50,000 note with John Hancock
Mutual Life Insurance Company (Incorporated by reference to
Exhibit 99 to the Company's 10-Q for the quarter ended January
28, 1995)
5 Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality
of securities being registered (previously filed)
23(a) Consent of Deloitte & Touche LLP (filed herewith)
(b) Consent of Jaeckle Fleischmann & Mugel, LLP (contained in
Exhibit 5 above)
24 Powers of Attorney (filed herewith at pages II-6 and II-7)
II-3
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
II-4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in Pittsford,
New York, on August 18, 1999.
SENECA FOODS CORPORATION
By: /s/ Kraig H. Kayser
Kraig H. Kayser, President
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Kraig H. Kayser and Arthur S. Wolcott, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Arthur S. Wolcott Chairman and Director May 28, 1999
- ----------------------------------
Arthur S. Wolcott
/s/ Kraig H. Kayser President, Chief Executive May 28, 1999
- ----------------------------------
Kraig H. Kayser Officer and Director
/s/ Philip G. Paras Vice President-Finance May 28, 1999
- ----------------------------------
Philip G. Paras
II-6
<PAGE>
Signature Title Date
/s/ Jeffrey L. Van Riper Controller and Secretary May 28, 1999
- ----------------------------------
Jeffrey L. Van Riper (Principal Accounting Officer)
/s/ Arthur H. Baer Director May 28, 1999
- -----------------------------------
Arthur H. Baer
/s/ Andrew M. Boas Director May 28, 1999
- ---------------------------------
Andrew M. Boas
/s/ Robert T. Brady Director May 28, 1999
- -----------------------------------
Robert T. Brady
/s/ David L. Call Director May 28, 1999
- ------------------------------------
David L. Call
/s/ Edward O. Gaylord Director May 28, 1999
- --------------------------------
Edward O. Gaylord
/s/ G. Brymer Humphreys Director May 28, 1999
- ------------------------------
G. Brymer Humphreys
/s/ Susan W. Stuart Director May 28, 1999
- -----------------------------------
Susan W. Stuart
II-7
<PAGE>
<PAGE>
Exhibit 23(a)
Independent Auditors' Consent
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-64739 of Seneca Foods Corporation on Form S-3
of our reports dated May 21, 1999, appearing in and incorporated by reference
in the Annual Report on Form 10-K/A of Seneca Foods Corporation for the year
ended March 31, 1999 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Rochester, New York
August 17, 1999
534296
