UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT No. 9
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
SENECA FOODS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.25
Class B Common Stock, par value $0.25
(Title of Class of Securities)
817070501
817070105
(CUSIP Number)
-----------------------
Iris B. Rosken 1/
Carl Marks Management Company, L.P.
135 East 57th Street
New York, NY 10022-2032
Tel. No.: (212) 909-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
October 26, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
- --------
1/ Copy to: John C. Kennedy, Esq., Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064,
Tel: (212) 373-3000.
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 2 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,304,161 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
2,304,161 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,304,161 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.0%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 3 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 691,575 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
691,575 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,575 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 4 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uranus Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF 24,159 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
24,159 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 5 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,995,736 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
2,995,736 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,995,736 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.4%
14 TYPE OF REPORTING PERSON
PN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 6 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Offshore Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 24,159 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
24,159 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,159 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 7 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 3,019,895 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
3,019,895 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,895 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 8 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 3,019,895 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
3,019,895 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,895 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 9 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMCO, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 232,568 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
232,568 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,568 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 10 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMCO, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 232,568 Shares of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
232,568 Shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,568 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
CO
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 11 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 307,750 Shares of Class A Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 470,858 Shares of Class A Common Stock
WITH
9 SOLE DISPOSITIVE POWER
307,750 Shares of Class A Common Stock
10 SHARED DISPOSITIVE POWER
470,858 Shares of Class A Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,608 Shares of Class A Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 817070501 Page 12 of 20 Pages
---------
817070105
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin S. Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 161,250 Shares of Class B Common Stock
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 346,838 Shares of Class B Common Stock
WITH
9 SOLE DISPOSITIVE POWER
161,250 Shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER
346,838 Shares of Class B Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,088 Shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
14 TYPE OF REPORTING PERSON
IN
--------------
<PAGE>
Page 13 of 20 Pages
The joint statement on Schedule 13D dated April 16, 1984, as amended on
September 19, 1988 by Amendment No. 1, as further amended on June 6, 1989 by
Amendment No. 2, as further amended on August 15, 1989 by Amendment No. 3, as
further amended on March 27, 1991 by Amendment No. 4, as further amended on
March 2, 1995 by Amendment No. 5, as further amended on December 12, 1995 by
Amendment No. 6, as amended and restated on July 2, 1998 by Amendment No. 7, and
as amended and restated on September 2, 1998 by Amendment No. 8 ("Amendment No.
8"), is hereby amended as set forth below. Because of the relationship between
CMCO, INC. (formerly Carl Marks & Co, Inc.) ("CMCO"), Edwin S. Marks ("Marks"
and, together with CMCO, the "Existing Marks Shareholders"), Carl Marks
Strategic Investments, L.P. (the "Partnership"), Carl Marks Strategic
Investments II, L.P. ("Partnership II"), Uranus Fund, Ltd. ("Uranus" and,
together with the Partnership and Partnership II, the "Investors"), Carl Marks
Management Company, L.P. (the "General Partner"), Carl Marks Offshore
Management, Inc. (the "Manager"), Andrew M. Boas ("Boas") and Robert C. Ruocco
("Ruocco") (collectively, the "Reporting Persons"), they have decided to report
jointly their interests in the common stock of Seneca Foods Corporation, a New
York corporation (the "Issuer"). Except to the extent set forth in this
Amendment, the information in the prior filings by the respective Reporting
Persons remains in effect.
Item 1. Security and Issuer.
This Amendment No. 9 to Schedule 13D (this "Amendment") relates to the
Class A common stock, par value $0.25 per share (the "Class A Common Stock"),
and Class B common stock, par value $0.25 per share (the "Class B Common Stock"
and, together with the Class A Common Stock, the "Common Stock"), of the Issuer
and is being filed pursuant to Section 13d-2 under the Securities and Exchange
Act of 1934, as amended. Holders of Class B Common Stock have the right, at
their option, to convert into shares of Class A Common Stock on a
share-for-share basis. However, none of the Reporting Persons has any current
intention to convert any of such shares.
The principal executive offices of the Issuer are located at 1162
Pittsford-Victor Road, Pittsford, New York 14534.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by the addition of the following
information:
(a) Marks used his personal funds to make acquisitions since September
2, 1998 (the date of Amendment No. 8), totaling 17,750 shares of Class A Common
Stock for a total expenditure of $195,343.75 and 16,250 shares of Class B Common
Stock for a total expenditure of $175,468.75. Nancy A. Marks, Marks' wife, used
her personal funds to make acquisitions totaling 21,250 shares of Class A Common
Stock for a total expenditure of $236,906.25 and 11,750 shares of Class B
<PAGE>
Page 14 of 20 Pages
Common Stock for a total expenditure of $124,906.25. See Item 4 of this
Amendment.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the additional of the
following information:
In eight separate transactions from March 1999 through October 1999,
Marks and Nancy A. Marks, in their individual capacities, purchased additional
shares of Common Stock for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by the addition of the
following information to paragraphs (a), (b) and (c) thereof:
(a) - (b) (ii) Marks beneficially owns 778,608 shares of Class A Common
Stock, comprising approximately 17.2% of the outstanding shares of Class A
Common Stock on September 30, 1999 (assuming conversion of his, his wife's and
his daughters' Convertible Preferred Stock into Class A Common Stock on a
share-for-share basis), which include 251,520 shares of Convertible Preferred
Stock and 131,770 shares of Class A Common Stock, each of which he beneficially
owns and shares voting and dispositive power over with his wife, Nancy A. Marks,
and his daughters (collectively, the "Daughters") and 232,568 shares of which
are owned by CMCO. Marks disclaims the beneficial ownership of all stock owned
by his wife and Daughters.
Marks beneficially owns 508,088 shares of Class B Common Stock,
comprising approximately 18.4% of the outstanding shares, which include 114,270
shares of Class B Common Stock beneficially owned by his wife and 232,568 shares
of which are owned by CMCO. Marks disclaims the beneficial ownership of all
stock owned by his wife.
Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 307,750 shares of Class A
Common Stock (assuming conversion of his Convertible Preferred Stock into Class
A Common Stock on a share-for-share basis). He shares such powers to vote and to
dispose of 470,858 shares of Class A Common Stock (assuming conversion of his,
his wife's and his Daughters' Convertible Preferred Stock into Class A Common
Stock on a share-for-share basis), consisting of 125,770 shares of Class A
Common Stock and 103,520 shares of Convertible Preferred Stock of which he
shares such powers with his wife, 6,000 shares of Class A Common Stock and 3,000
shares of Convertible Preferred Stock of which he shares such powers with his
Daughters, and of 232,568 shares of Class A Common Stock by virtue of being
President of CMCO.
<PAGE>
Page 15 of 20 Pages
Marks has the sole power to vote or to direct the vote and the sole
power to dispose or to direct the disposition of 161,250 shares of Class B
Common Stock. He shares such powers to vote and to dispose of 346,838 shares of
Class B Common Stock, consisting of 114,270 shares of which he shares such
powers with his wife and of 232,568 shares by virtue of being President of CMCO.
(c) At October 19, 1999, Nancy A. Marks purchased 3,500 shares of Class
A Common Stock at $11.875 per share for a total expenditure of $41,562.50. Marks
has discretionary authority over his wife's Class A Common Stock.
At October 26, 1999, Marks purchased 1,500 shares of Class A Common
Stock and 2,500 shares of Class B Common Stock at $11.875 per share for a total
expenditure of $17,812.50 and $29,687.50, respectively.
At October 26, 1999, Nancy A. Marks purchased 1,500 shares of Class A
Common Stock at $11.8750 per share for a total expenditure of $17,812.50.
Item 7. Material to be filed as Exhibits.
Exhibit
Number Description
- ------ -----------
Exhibit 2: Joint Filing Agreement
<PAGE>
Page 16 of 20 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 3, 1999
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
<PAGE>
Page 17 of 20 Pages
CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
CMCO, INC.
By: /s/ Mark Claster
----------------
Name: Mark Claster
Title: Managing Director
/s/ Edwin S. Marks
------------------
Edwin S. Marks
Page 18 of 20 Pages
Exhibit 2
Agreement Relating to Joint Filing
of Statement on Schedule 13D
----------------------------
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of shares of Class A
common stock, $0.25 par value per share, and shares of Class B common stock,
$0.25 par value per share, each of Seneca Foods Corporation, a New York
corporation, is being filed on behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that
each person on whose behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: November 3, 1999
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
<PAGE>
Page 19 of 20 Pages
URANUS FUND, LTD.
By: Carl Marks Offshore Management, Inc.,
its Investment Manager
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS OFFSHORE MANAGEMENT, INC.
By: /s/ Andrew M. Boas
------------------
Name: Andrew M. Boas
Title: President
/s/ Andrew M. Boas
------------------
Andrew M. Boas
/s/ Robert C. Ruocco
--------------------
Robert C. Ruocco
<PAGE>
Page 20 of 20 Pages
CMCO, INC.
By: /s/ Mark Claster
----------------
Name: Mark Claster
Title: Managing Director
/s/ Edwin S. Marks
------------------
Edwin S. Marks
