SENECA FOODS CORP /NY/
8-K, 1999-11-22
CANNED, FRUITS, VEG, PRESERVES, JAMS & JELLIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) November 22, 1999
                               (November 18, 1999)

                            Seneca Foods Corporation
             (Exact name of registrant as specified in its charter)

                           New York 0-1989 16-0733425
         (State or other jurisdiction of (Commission (I. R. S. Employer
         incorporation or organization) File Number) Identification No.)

              1162 Pittsford-Victor Road, Pittsford, New York 14534
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 716/385-9500


                                 Not Applicable
               Former name, former address and former fiscal year,
                          if changed since last report


<PAGE>


                                    Form 8-K

                            Seneca Foods Corporation


Item 5. Other Events

On November  18 1999,  the  Registrant  acquired  certain  assets of the Midwest
private label canned vegetable  business,  of the Agrilink Foods, Inc., a wholly
owned subsidiary of Pro-Fac  Cooperative.  The Registrant  purchased a plant and
equipment in Arlington,  Minnesota and inventories of the acquired business. The
annual sales of this business are approximately $73 million.  The purchase price
was  approximately  $48 million,  partially  funded by a  subordinated  note for
$4,978,072 and the balance paid in cash.

The  Registrant  also  entered  into a commitment  to purchase  Agrilink  Food's
Cambria, Wisconsin plant if Agrilink elects to sell that plant to the Registrant
before a prescribed  date.  Agrilink has  concurrently  entered into a letter of
intent to sell the Cambria plant to another buyer.

Item 7. Financial Statements and Exhibits

The Press Release announcing the purchase from Agrilink Foods, Inc. is  attached
hereto as Exhibit 20.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                       Seneca Foods Corporation
                                                              (Registrant)

                                                         /s/Kraig H. Kayser
November 22, 1999                                        Kraig H. Kayser
                                                         President and
                                                         Chief Executive Officer



<PAGE>



                                    Exhibit 20

FOR IMMEDIATE RELEASE
         contacts:
         Philip G. Paras, V. P., Finance      Bea Slizewski, V.P. Communications
         Seneca Foods Corporation             Agrilink Foods
         1162 Pittsford-Victor Road           90 Linden Oaks
         Pittsford, N.Y.                      Rochester, N.Y.
         (716) 383-4643                       (716) 264-3189

             AGRILINK FOODS COMPLETES SALE OF MIDWEST PRIVATE LABEL
                    CANNED VEGETABLE BUSINESS TO SENECA FOODS

         ROCHESTER,  NY,  November  18,  1999...Agrilink  Foods,  a wholly owned
subsidiary of Pro-Fac  Cooperative  (Nasdaq:PFACP)  and Seneca Foods Corporation
(Nasdaq:SENEA  and SENEB) have completed the sale of Agrilink's  Midwest private
label canned vegetable business to Seneca Foods. Included in this transaction is
Agrilink's Arlington, Minnesota facility. In a separate announcement on November
16,  Agrilink  reported  that it has  signed a letter of  intent  with Del Monte
Foods,  San  Francisco,  to  acquire  Agrilink's  Cambria,  Wisconsin  facility,
originally a part of the Seneca  transaction.  Agrilink  will retain its Fond du
Lac, Green Bay and Hortonville,  Wisconsin facilities. This transaction does not
include Agrilink's branded canned vegetables, Veg-All and Freshlike.
Terms of the agreement were not announced.

         Agrilink  Foods is a $1.5 billion  dollar  national  food company which
processes and markets a variety of product  lines of branded,  private label and
foodservice  products in 32 facilities  located throughout the United States and
in  Mexico.  Included  in  Agrilink's  portfolio  are the  Birds  Eye,  Veg-All,
McKenzie,  Comstock and Wilderness brands. Pro-Fac Cooperative,  an agricultural
marketing cooperative which consists of more than 600 member/growers,  processes
fruits,  vegetables  and popcorn  through its  subsidiaries,  Agrilink Foods and
AgriFrozen.

         Seneca Foods  Corporation is primarily a vegetable  processing  company
with manufacturing facilities located throughout the United States. Its products
are sold under the Libby's(TM),  Aunt Nellie's Farm Kitchen(TM),  and Seneca(TM)
labels as well as through the private label and industrial markets. In addition,
under an alliance with The Pillsbury Company,  Seneca produces canned and frozen
vegetables, which are sold by Pillsbury under the Green Giant label.

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